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SOLID CARBIDE TOOLS LIMITED
ANNUAL REPORT 2012-2013
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SOLID CARBIDE TOOLS LIMITED
NOTICE TO THE MEMBERS
NOTICE is hereby given that the Annual General Meeting of the members of Solid
Carbide Tools Limited will be held on Monday, the 30th day of September, 2013 at the
Registered Office of the company at Plot No.R-402, T.T.C. Industrial Area, MIDC,
Thane, Belapur Road, Navi Mumbai-400701 at 10.00 a.m., to transact the following
business:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited Balance Sheet as at March 31, 2013, the Statement of Profit & Loss for the year ended on that date and the Reports of the Directors and the Auditors thereon.
2. To appoint a Director in place of Mr. Saurabh S. Kothari who retires by rotation and being eligible, offers himself for re-appointment.
3. To appoint a Director in place of Mr. Ramesh B. Patel who retires by rotation and being eligible, offers himself for re-appointment.
4. To appoint M/s Sanghvi, Oturkar & Kelkar, Chartered Accountants as auditors of the Company and authorize the Board of Directors to fix their remuneration.
For and on Behalf of the Board of Directors For Solid Carbide Tools Limited
Place: Navi Mumbai Sd/- Date: 14/08/2013 (Dilip Shah)
Chairman
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND TO VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY
2. The instrument appointing a proxy or proxies should be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.
3. Members who hold shares in demat are requested to write their client ID and DPID Nos. and those who hold shares in physical form are requested to write their folio no. on the attendance slip for attending the meeting.
4. Members who are holding shares in identical order of names in more than one folio are requested to send to the Registrar & Share Transfer Agent [RTA] i.e. Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai – 400078, the details of such folios together with the share certificates for consolidating their holdings in one folio. The share certificates will be returned to the members after making requisite changes thereon.
5. Trading in the Company’s shares through stock exchanges is permitted only in dematerialized/electronic form. The equity shares of the Company have been registered with both NSDL as well as CDSL to enable shareholders to hold and trade the securities in dematerialized/electronic form. In view of the numerous advantages offered by the depository system, members holding shares in the Company in physical form are requested to avail of the facility of dematerialisation.
6. The shareholders holding shares in physical form can avail of the nomination facility by filing Form 2B (in duplicate) with the Company or its RTA which will be made available on request and, in case of shares held in demat form, the nomination has to be lodged with their DP.
7. The shareholders seeking information on accounts published herein are requested to kindly furnish their queries to the Company at least ten days before the date of the meeting to facilitate satisfactory replies.
8. BRIEF RESUME OF PERSONS PROPOSED TO BE REAPPOINTED AS DIRECTORS OF THE COMPANY AT THE ANNUAL GENERAL MEETING PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT:
Name Saurabh S. Kothari
Ramesh B. Patel
Age ( years) 26 56
Qualification MBA – Finance S.S.C.
Nature of Expertise Business Management
Business & Management
Experience in years 1 31
Name of the Companies in which also holds Directorship (Public Companies)
Nil Nil
Name of the Companies in committees of which also holds Membership/
Nil Nil
Chairmanship
Shareholding in the Company Nil Nil
Members/Proxy holders are requested to bring their copies of the Annual Report to the meeting as no further copies would be made available, as a measure of austerity.
For and on Behalf of the Board of Directors For Solid Carbide Tools Limited
Place: Navi Mumbai Sd/- Date: 14/08/2013 (Dilip Shah)
Chairman
DIRECTORS’ REPORT
To,
The Members,
Your Directors present the Annual Report of the Company along with Audited
Statement of Accounts for the year ended 31.03.2013.
FINANCIAL RESULTS
(Amount in Rupees)
Particular 31-03-2013 31-03-2012
Sales and Other Income ---- ----
Total Expenses 2,191,858 3,011,535
Profit before Exceptional items (2,191,858) (3,011,535)
Exceptional items- credit ---- 3,78,75,759
Exceptional items- (Debit) ---- (11,59,29,427)
Profit/(Loss) before tax (2,191,858) (8,10,65,203)
Less: Income Tax ---- ----
Profit / (Loss) after tax (2,191,858) (8,10,65,203)
OPERATIONS
The company did not have any operations during the year. As such the company did
not earn any income during the year. Due to Employee expenses, depreciation and
Amortization expenses the company incurred a net loss of Rs. 2,191,858/-
The Company is trying to revive its business and is in the process of crystallizing its
future plans. The Management is making its efforts in this regard
DIVIDEND
In view of the losses incurred during the current financial year, your Directors are
unable to recommend any dividend.
SCHEME OF COMPROMISE AND ARRANGMENT
We take immense pleasure to inform the stake holders that the Hon’ble High court of
Bombay vide its order dated 03rd August, 2012 has sanctioned the Scheme of
Compromise and Arrangement (“Scheme”), which was passed by the Equity
Shareholders of the Company at the Court Convened Meeting held on 02nd June, 2012.
Further the said Scheme has been made effective by the Company on 03rd September,
2012 by filing the High Court order with Registrar of Companies, Maharashtra,
Mumbai.
The salient features of the said Scheme are as under:
1. The Company was under Liquidation and under the supervision and control of the
Official Liquidator High Court Bombay. Now with the sanction of the Scheme and with
the order of the Hon’ble Bombay High Court recalling the winding up order, the
liquidation proceedings have abated and the Official Liquidator stands discharged.
2. Interim Board of Directors is set up are required by the Scheme which comprises of 3
Directors. Mr. Dilip Shah, the present Administrator shall be the Chairman of the
Company. Mr. Bhavik Mehta and Ms. Pooja Lodha are the two other Directors in the
interim Board.
3. On the sanction of this Scheme the existing Equity capital of the Company shall be
written down by 90% of the existing paid up Equity Capital by canceling Rs. 9/- per
Equity Share. Each share of Rs. 10/- each fully paid up shall be written down to Re.1/-
per share.
4. In the second stage and after reduction in the share capital as per clause (3) above, the
Company shall allot Two Crores sixty five lacs eighty six thousand (2,65,86,000) Equity
shares of Re. 1/- each at par against the unsecured debt of Rs. 3,78,41,000/- at par to Mr.
Dilip Shah (Administrator) in such a way that he or his nominees are able to acquire
75% of the equity of the Company and the balance amount of his debt amounting to Rs.
1,12,55,000/- shall be converted into a long term unsecured loan to the Company.
5. The Scheme also provides shifting the manufacturing operations to Ahmedabad or any
other place in Gujarat as the Board of Directors may decide. This would lead to
substantial savings in operating costs. The products manufactured by the company
have high acceptability in the USA. Reduced costs would further give to the company
an extra edge in marketing its products. Consequently the Factory land and building in
Rabale, Navi Mumbai would be sold and the machinery shifted to a suitable place in
Gujarat as might be decided by the Directors This shifting of the Registered Office and
shifting of the manufacturing operations and the consequent sale of Factory building
and land is integral part of the Scheme, however subject to obtaining statutory
approvals.
CORPORATE GOVERNANCE IS ENCLOSED AS ANNEXURE TO THIS REPORT.
As per clause 49 of the Listing Agreement with the Stock Exchange, the report of the
Corporate Governance and the Certificate of the practicing Company Secretaries “Palak
Desai” Mumbai in respect of compliance thereof are appended hereto and forming part
of this report.
PARTICULARS OF EMPLOYEES
There was no employee drawing in excess of limits prescribed under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND
DEVELOPMENT
The particulars as required under the provisions of Section 217(1)(e) of the Companies
Act, 1956 in respect of conservation of energy and technology absorption are not
required to be furnished considering the fact that the Company has not carried on any
manufacturing activity.
FOREIGN EXCHANGE EARNING AND OUTGO
The company has not earned any foreign exchange during the year under review. The
Company has not spent any amount in foreign exchange.
DIRECTORS
In accordance with the provisions of the Companies Act 1956, and the Articles of
Association of the Company, Mr. Saurabh S. Kothari and Mr. Ramesh B. Patel retire by
rotation and are eligible for reappointment. The Board recommends their
reappointment.
A brief resume of the Directors being re-appointed are attached to the Notice of the
ensuing Annual General Meeting.
DIRECTOR’S RESPONSIBILITY STATEMENT
Your Directors hereby declare:
i) That in preparation of the annual accounts, the applicable accounting standards
has been followed.
ii) That the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the company
at the end of the financial year under review and for the profit or loss of the
company for that period;
iii) That the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
iv) That the directors had prepared the annual accounts on a going concern basis.
FIXED DEPOSITS:
Your Company has not accepted Public Deposits within the meaning of Section 58A of
the Companies Act, 1956.
AUDITORS AND AUDITORS’ REPORT
M/s. Sanghvi, Oturkar & Kelkar, Auditors of the Company, retire and are eligible for
reappointment. The company has received letter from them to the effect that their
reappointment, if made, would be within the prescribed limits under section 224 (1-B)
of the Companies Act, 1956. The members are requested to appoint the auditors and fix
their remuneration.
The Auditors of the Company have qualified their report. However the company was
under liquidation till 03rd August, 2012. The Board of Directors has been constituted as
per Scheme. The Board of Directors has initiated the process to address the said
qualifications. Further the full impact of the High Court order is yet to be given in the
accounts and in the current year i.e.2013-14, the Management will try to remove those
qualifications.
LISITNG
Shares of the Company are listed with BSE Limited which is having nationwide
terminal under Scrip Code No. 500394. The Trading in the shares on the Stock Exchange
has been suspended due to Non-Compliance of various requirement of Listing
Agreement; however the Company is in process of getting the suspension of trading of
shares revoked from the BSE Limited so that trading in shares can start once again.
The Company has paid the annual listing fee to the above stock exchange for the
financial year 2013-14.
MANAGEMENT DISCUSSION AND ANALYSIS
The management of the Company is unable to comment on the same as for part of the
financial year ended 2012-13, the Company was
under liquidation and was controlled and managed by the Official Liquidator. The
Management of the Company will able to comment on the same from the next financial
year i.e. 2013-14.
DEMATERIALIZATION OF SHARES
To provide better and smooth services to the shareholders, the company’s equity shares
are made available for dematerialization in electronic mode in the depository system
operated by National Securities Depository Limited (NSDL) and with the Central
Depository Services Limited (CDSL). The ISIN of the Company is INE161C01018.
APPRECIATION:
The Board of Directors wish to place on record their appreciation for the co-operation
and support of the Company’s Bankers, and all other intermediaries concerned with the
company’s business.
Your directors sincerely thank all members for supporting us during the difficult days.
We look forward to your continued support and reiterate that we are determined to
ensure that the plans are successfully implemented.
For and on Behalf of the Board of Directors
Sd/-
(Dilip Shah)
Chairman
Date: 14th August, 2013
Place: Navi Mumbai
CORPORATE GOVERNANCE REPORT
1. Company’s Philosophy On The Code Of Governance
Introduction
Company’s philosophy is to ensure transparency for all the stakeholders and hence
whenever and wherever required statement to that effect has been given and
incorporated. Further we would like to inform you that the Company was under
liquidation and under supervision and control of Official Liquidator High Court
Bombay. However the Company was out of Liquidation through the Revival Scheme
sanctioned by the Hon’ble High Court of Bombay vide its order dated the 3rd day of
August, 2012 and the said scheme was made effective on 3rd September, 2012 by filing it
with the Registrar of Companies. The Compliances required under Clause 49 of the
Listing Agreement executed with the stock exchanges, have not been complied till the
18th January, 2013. However from 18th January, 2013 the Corporate Governance system
/ requirement was set up / complied as required under clause 49 of the Listing
Agreement of the Stock Exchange.
A report for the financial year ended 31st March, 2013 as required under Clause 49 of
the Listing Agreement is furnished below:
Board of Directors
(i) Board Composition
As the Company was under liquidation and under supervision and control of the
Official Liquidator High Court Bombay, the board was duly constituted as per clause 49
of Listing Agreement on 18th January, 2013 and comprised of 5 members, which
includes 2 Non Independent Directors and 3 Independent Directors.
Sr. No
Name of the Directors
Category No. of other Directorships In other public Limited companies#
Committee Membership
Member Chairman
1. Dilip Shah (*) Non Executive Chairman
NIL NIL Nil
2. Pooja Lodha(*) Non Executive – Non Independent
NIL NIL Nil
Director
3. Saurabh Kothari (**) Non Executive –Independent Director
Nil Nil Nil
4. Ramesh B. Patel (**) Non Executive –Independent Director
NIl Nil Nil
5. Keyur R. Sanghvi (**) Non Executive –Independent Director
NIL NIL Nil
* Mr. Dilip Shah and Ms. Pooja Lodha were appointed as Directors on 3rd September,
2012 as per the scheme approved by the High Court of Bombay.
**Mr. Saurabh Kothari, Mr. Ramesh B. Patel, and Mr. Keyur R. Sanghvi, were appointed
on 18th January, 2013.
Mr. Bhavik Mehta was appointed as a director on 3rd September, 2012 as per the
Scheme approved by the High Court of Bombay. However Mr. Bhavik Mehta has
resigned on 18th January, 2013.
(ii) Meetings held
For the Financial Year 2012-13:
The Company was under liquidation, supervision and control of the official liquidator
High Court Bombay for part of the year i.e. till 3rd August, 2012. The First Directors of
the Company were appointed. Hence the Board of Directors met only two (2) times on
18th January, 2013 and 24th January, 2013 during the last financial year. Notices of the
meeting along with the agenda and with the necessary details were sent to the Directors
in time.
(iii) Attendance of the Directors at the Board Meetings and at the last AGM
Sr. No
Name of the Directors
Board Meeting held during the tenure of the Director
Board Meeting Attended
Attendance at Last AGM
1. Dilip Shah 2 2 Yes
2. Pooja Lodha 2 2 Yes
3. Saurabh Kothari 2 2 Yes
4. Ramesh B. Patel 2 2 Yes
5. Keyur R. Sanghvi 2 2 Yes
Mr. Bhavik Mehta was appointed as a director on 3rd September, 2012 as per the Scheme
approved by the High Court of Bombay. However Mr. Bhavik Mehta has resigned on
18th January, 2013.
2. Committees of the Board:
(i) Audit Committee:
As the Company was under liquidation, supervision and control of the official
liquidator High Court Bombay for part of the year till 3rd August, 2012, Hence during
the Financial Year only two (2) meeting of the Audit Committee was held on 18th
January, 2013 and 24th January, 2013.
The constitution of the Committee and the attendance of each member of the
Committee are given below:
Sr. No.
Members of Audit Committee Category No. of Meeting Held
No. of Meeting
Attended
1 Mr. Saurabh Kothari (Chairman) Independent Director
2 2
2 Mr. Keyur R. Sanghvi (Member) Independent Director
2 2
3 Mr. Ramesh B. Patel (Member) Independent Director
2 2
4 Mr. Dilip Shah (Member) Non-Independent Director
2 2
(ii) Investors / Shareholders Grievance Committee:
The Company's Investors/Shareholders Grievance Committee was constituted on 18th
January, 2013. The new Committee is formed under the Chairmanship of Mr. Keyur R.
Sanghvi and other members are Mr. Saurabh Kothari, Ramesh B. Patel, the Independent
Directors and Mr. Dilip Shah, the Non-Independent Directors of the Company. The
Company has initiated the process to resolve all Complaints.
During the last financial year, Investors/Shareholders Grievance Committee has met
only once from the date of formation i.e. 18th January, 2013 till the year ending i.e. 31st
March, 2013.
The constitution of the Committee and the attendance of each member of the
Committee are given below:
Sr. No.
Name of Members Category Number of Meeting Attended
1 Mr. Keyur R. Sanghvi (Chairman)
Independent Director 1
2 Mr. Saurabh Kothari (Member)
Independent Director 1
3 Mr. Ramesh B. Patel (Member)
Independent Director 1
4 Mr. Dilip Shah (Member) Non-Independent Director
1
3. General Body Meeting:
An Annual General Meeting of members for the year ended on 31st March, 2012 was
held on Friday, 15th February, 2013 at 11.00 A.M at Registered Office of the Company at
Plot No.R-402, T.T.C. Industrial area, MIDC, Thane, Belapur Road, Navi Mumbai – 400
701.
No Extra Ordinary General Meeting was held during the year 2012-2013.
4. Related Party Transactions
The company had entered into transaction with the Directors of the Company. Which
are disclosed in notes to accounts forming part of the Accounts.
5. General Shareholder Information
Registered Office : Plot No.R-402, T.T.C. Industrial area, MIDC, Thane, Belapur Road,
Navi Mumbai
Book Closure Date : 27th September, 2013 to 30th September, 2013.
AGM Date & Venue : 30th September, 2013 at Plot No.R-402, T.T.C. Industrial area,
MIDC, Thane, Belapur Road, Navi Mumbai
Dividend Payment : No dividend declared
Listing on Stock Exchange : BSE Ltd.
Listing Fees : 2013 – 2014 has been paid.
Trading Group : The script is suspended from trading on BSE Ltd
Stock Code: 500394
ISIN No. : INE161C01018
Buy-Back Of Shares : There was no buy-back of shares during the year under review.
Share Transfer System : Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills
Compound, L.B.S. Marg, Bhandup (W), Mumbai - 400078
Email: [email protected]
6. Key Financial Reporting Dates Financial Year 2013-14
Unaudited results for first quarter
ended 30th June, 2013 14th August, 2013
Unaudited results for Second quarter
ended 30th September, 2013 14th November, 2013
Unaudited results for Third quarter
ended 31st December, 2013 14th February, 2014
Audited results for the financial year
ended 31st Match, 2014 30th May, 2014
7. Distribution of Shareholding as on March 31, 2013
No. of Equity
Shares held
Shareholders Shares
Number % to total shareholders
Number % to total Capital
1 – 500 13782 90.32 2266799 25.58
501 – 1000 778 5.10 645350 7.28
1001 – 2000 351 2.30 563050 6.35
2001 – 3000 102 0.67 256800 2.90
3001 – 4000 54 0.35 197375 2.23
4001 – 5000 36 0.24 166550 1.88
5001 – 10000 64 0.42 466075 5.26
10001 and above
92 0.60 4300001 48.52
Total 15259 100.00 8862000 100.00
8. Categories Of Shareholders (As on 31st March, 2013)
Category
No. of
Shareholders
Percentage of
Total
Number of
Shares held
Promoters and Promoter Group -- -- --
Institutions 6 5.26 4,65,800
Individuals 15,182 85.45 75,72,401
Bodies Corporate 57 6.62 5,86,499
NRIs 10 2.60 2,31,100
Clearing Members 4 0.07 6,200
Total 15,259 100 88,62,000
9. Dematerialization of Shares
The Company has established required connectivity with National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
and the same are available in electronic segment under ISIN INE161C01018.
10. Address for correspondence:
SOLID CARBIDE TOOLS LIMITED
Plot No.R-402, T.T.C. Industrial area,
MIDC, Thane, Belapur Road,
Navi Mumbai
Shareholders correspondence may be directed to the company’s Registrar and Share
Transfer Agents whose address is given below:
M/s. Link Intime India Pvt. Ltd.
C-13, Pannalal Silk Mills Compoumd,
L.B.S. Marg, Bhandup (W),
Mumbai - 400078
Tel: 022 – 25963838 Fax No: 25672693
11. CEO/ CFO CERTIFICATION
The Company is not able to give this certificate as the Company was under liquidation
and the control of the Official Liquidator for part of the year. The Company will be able
to provide the said certificate from the next financial year i.e. 2013-2014.
12. DECLARATION – COMPLIANCE WITH THE CODE OF CONDUCT
As the Company was under liquidation, supervision and control of the official
Liquidator High Court Bombay for part of the year ended 2012-13, however the
Company was out of Liquidation through the Revival Scheme sanctioned by Hon’ble.
High Court of Bombay vide its order dated 3rd August, 2012. Therefore the Company
has adopted the new set of code of conduct on 18th January, 2013 and the Chairman and
/ or director will able to affirm the said code of conduct from the next financial year i.e.
2013-14.
For and on Behalf of the Board of
Director
Sd/-
Dilip Shah
Chairman
Place: Navi Mumbai
Date: 14th August, 2013
CERTIFICATE ON CORPORATE GOVERNANCE
To, The Members of Solid Carbide Tools Limited Mumbai
We have examined the compliance of conditions of Corporate Governance by Solid
Carbide Tools Limited (‘the Company’) for the year ended March 31, 2013, as
stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock
Exchange.
The compliance of conditions of Corporate Governance is the responsibility of the
management. Our examination was limited to procedures and implementation thereof,
adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
In our opinion and to the best of our information and according to the explanations
given to us, we certify that the Company has not complied with the Conditions of the
Corporate Governance as stipulated in the Listing Agreement for part of the year
commencing from 1st April, 2012 to 17th January, 2013. However the company has
complied with the conditions of the Corporate Governance for the balance period
commencing from 18th January, 2013 to 31st March, 2013.
We further state that such compliance is neither an assurance as to the future viability of
the Company nor the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
Place: Mumbai Palak Desai
Date: 14th August, 2013 Company Secretary
C.P. No. 7426
SOLID CARBIDE TOOLS LIMITED
Regd office: Plot No.R-402, T.T.C. Industrial Area, MIDC, Thane, Belapur
Road, Navi Mumbai -400701
PROXY FORM
Reg. Folio No._____________________________
No. of Shares:_________________________
D.P. ID*_________________________________
Client ID*____________________________
I / we _____________________________________________________________of
________ being a share holder / shareholders of Solid Carbide Tools Limited
hereby appoint _________________________________or failing him/her
____________________________ as my/ our proxy to attend and vote for me / us
and on my/ our behalf at the Annual General meeting of the Company to be
held on Monday, the 30th September 2013 at Plot No.R-402, T.T.C. Industrial
area, MIDC, Thane, Belapur Road, Navi Mumbai-400701 at 10.00 a.m. and at
any adjournment thereof.
Signed this _____________ day of _____________, 2013
Signature of the shareholder _______________ [Signature of Proxy]
Note: The Proxy form duly completed and signed must be deposited at the
registered office of the company not less than 48 hours before the time for
holding the Meeting
*Applicable for shares held in electronic form.
----------------------------------------------------------------------------------------------
Affix Re.
1/- Revenue
Stamp
SOLID CARBIDE TOOLS LIMITED
Regd office: Plot No.R-402, T.T.C. Industrial Area, MIDC, Thane, Belapur
Road, Navi Mumbai-400701
ATTENDANCE SLIP
Annual General Meeting
Reg. Folio No._________
No. of shares held________
Name of the Attending Member____________________________
D.P.ID*_________________________
Client I.D.*_____________________________________
I/We hereby record my/our presence at the Annual General Meeting of the
company being held on Monday, the 30th September, 2013 at Registered Office,
Plot No.R-402, T.T.C. Industrial Area, MIDC, Thane, Belapur Road, Navi
Mumbai - 400701 at 10.00 a.m.
Signature of the shareholder(s), / Proxy / Representative ______________
Note:
Member / proxy holder wishing to attend the meeting must bring the
attendance slip to the meeting and hand over the same duly signed at the
Venue.
BOOK POST
To,
If undelivered please return to:
SOLID CARBIDE TOOLS LIMITED
Plot No.R-402, T.T.C. Industrial Area,
MIDC, Thane, Belapur Road,
Navi Mumbai-400701
