DIRECTORS' REPORT TO THE MEMBERS OF HARYANA COATED PAPERS LIMITED Your Directors have pleasure in presenting the Thirty Nineth Annual Report together with the Audited Accounts for the year ended 31st March, 2010. DIVIDEND : As there was no profit from operation, your Directors do not recommend any dividend for the year. OPERATIONS : During the financial year, the Company was mainly engaged in the paper trading activities. Your Company will continue its activities and make further efforts in other activities also which would be in the interest of the shareholders. FIXED DEPOSIT : Your Company has not accepted any fixed deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under. DIRECTORS : As per the provisions of Section 256 of the Companies Act, 1956, Shri Ashok Kumar Jain to retire by rotation, and being eligible for re-appointment in the ensuing Annual General Meeting. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed: (i) That in the preparation of the Annual Accounts for the financial year ended 31 st March 2010 except for certain provisions of AS 15, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year; (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 preventing and detecting fraud and other irregularities; and (iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a 'going concern' basis. AUDITORS : M/s. Kumar Grover & Co., Chartered Accountants, New Delhi, Auditors of your Company, retire and being eligible offer themselves for re-appointment. AUDITORS REPORT: The comments given by the Auditors in their Report have been suitably dealt in the notes on accounts forming part of the Annual Accounts for the year 2009-10. Hence there is no need to give further clarifications and explanations. PARTICULARS OF EMPLOYEES: The Statement of Particulars of employees required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is attached. LISTING The shares of your Company are listed on Delhi Stock Exchange. Your Company has paid annual listing fees for financial year 2009-2010 to Delhi Stock Exchange and annual fees to Central Depository Services (India) Ltd. Clause 49 of the listing agreement on corporate governance is not applicable to the Company. SECRETARIAL COMPLIANCE CERTIFICATE: In accordance with Section 383A of the Companies Act, 1956, and the Companies (Compliance certificate) Rules, 2001, the Company has obtained a certificate from a Secretary in the whole time practice and a copy of such certificate is attached. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE : Particulars required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988: Part A and B of the Rules pertaining to conservation of energy and technology absorption are not applicable to the Company. Foreign Exchange Earnings and Outgo: Earnings Nil Outgo Nil DEMATERIALISATION OF SHARES: The Agreements entered into by the Company with the two Depositories viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialisation of shares and the Company's shares are in dematerialised mode under ISIN No. INE953K01011. However, members are free to keep the shares in physical form or to hold the shares with a "DEPOSITORY PARTICIPANT" in demat form. For this purpose the Company has appointed M/s. RCMC Share Registry (P) Ltd., Noida as Registrar and Share Transfer Agent (RTA) of the Company. ACKNOWLEDGEMENT : Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Government Authorities and members during the year under review. By Order of the Board Prem Patnaik Chairman and Managing Director Place: New Delhi Dated: August 17, 2010 |