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Directors Report of BCL Industries & Infrastructures Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 38th Annual Report on the working of the Company together with the Audited Accounts for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Amount Rs. in Lacs)

2013-14 2012-13

Profit before Depreciation, 3296.86 2606.04

Finance Cost and Tax Expenses

Less: Finance Cost 1414.74 1406.46

Depreciation 1119.96 745.07

Profit before tax 762.16 454.87

Add / (Less):

Current Tax (85.00) (65.00)

Deferred Tax (2.71) (660.50)

Prior Period Items (81.28) (63.75)

Profit for the year 593.17 (334.38)

EPS after exceptional Item:

Basic 4.19 -

Diluted 4.19 -

PERFORMANCE REVIEW

During the year under review, your company has been able to achieve a Turnover of Rs.637.39 crores as compared to the previous year''s turnover of Rs. 573.82 crores and has earned a Profit (before tax) of Rs. 7.62 crores against the profit before tax of previous year of Rs. 4.55 crores, which shows a remarkable growth of your company. Despite the company faced various adversities like increase in Raw Material Costs, Manufacturing Costs and various other expenses, your company was able to make up for the previous year''s losses and earn a recommendable growth this year.

Even in the adverse situations, your directors have made efforts to maintain healthy financial results of the company and they got success in maintaining the same as per the aforesaid financial results of the company. Your directors are committed to keep this trend in future also.

DIVIDEND

The Directors are pleased to recommend a Final Dividend of Rs. 0.50 per equity share (5% of Paid-up Capital of the company) for the year ended 31st March 2014. The total payout of the proposed dividend is Rs. 70.75 lacs. A motion for the confirmation of the dividend will be placed before the shareholders at the Annual General Meeting.

DIRECTORS

Shri Sat Narain Goyal, Director of the company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. During the Year under review the Board has appointed Smt. Meenu Mittal as Additional and Woman Director of the company with effect from 30.07.2014 and Sh. Ramesh Chander Nayyar as Additional Director cum Chairman of the company with effect from 14.08.2014 who shall be regularized as Independent Directors of the company in the forth coming Annual General Meeting.

Sh.Varinder Kumar Nayyar, Director of the company shall be re-appointed as Independent Director of the company to hold office for five consecutive years from April 01, 2014 up to March 31,2019 not liable to retire by rotation. Also, during the year under review Shri Vinod Mittal resigned from the post of Director, due to personal reasons, with effect from 30.07.2014

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Certificate by the Managing Director and CFO confirming compliance by all the Board Members with Company''s Code of Conduct and Auditor''s Certificate regarding compliance of condition of Corporate Governance are made a part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed that:

(i) In the preparation of the annual accounts the applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments 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 the year under review.

(iii) The Directors have 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) The Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis

LISTING OF EQUITY SHARES

The equity shares of the company continue to be listed on Ludhiana (Regional), Delhi, Mumbai Stock Exchanges and listing fee for the year 2013-2014 have been paid to each of the said Stock Exchanges.

HUMAN RESOURCES

The company has maintained a climate of co operation & confidence for its employees. Our relation with employees is based on mutual trust & respect and we continue to maintain the same spirit at all levels at all the time.

PARTICULARS OF EMPLOYEES

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable as, there was no employee in the company during the year, drawing remuneration more than the amount specified in terms of section 217 (2A) of the Companies Act, 1956.

AUDITORS

M/s. P. Mittal & Co., Chartered Accountants, the Statutory Auditors of the Company, will hold office from the conclusion of the 38th Annual General Meeting till the conclusion of next Annual General Meeting subject to ratification as per the provisions of Companies Act, 2013.

AUDITORS'' REPORT

The observations of the Auditors are self explanatory and as such need no further explanation.

COST AUDIT

The Board of Directors have appointed M/s. Khushwinder Kumar & Co., Cost Accountants, Jalandhar as Cost Auditors of the Company under section 233-B of the Companies Act, 1956 for the year 2015-16. The Cost Auditor''s report will be forwarded to the Central Government as required under the law.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted fixed deposits from the public under Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information as required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to energy conservation, technology absorption and foreign exchange earnings & outgo are forming part of the Directors Report and are annexed hereto and forming part of the Director''s Report.

APPRECIATION

The Board of Directors places on record their appreciation to all the employees of the Company for their contribution to the operations of the Company during the year under review. Your Directors also place on record their sincere appreciation of the support extended by the Government and other Statutory Authorities, Company''s Bankers, Business Associates, Auditors and all the Shareholders of the Company.

for and on behalf of the Board Place : Bathinda, (Rajinder Mittal) Dated : 19th Aug, 2014 Managing Director


Mar 31, 2013

The Company hasrecei to propose the appointment of Shri Vinod Mittal as a d£w£ ofX comoanvH across the India. A detailed profife of Shri Vinod Mittal is knowledge and experience will be of ereat Directors are confident that his approva experience will be of great value to the company and hence commends the resolution No. 4 for your

None of *e directors of your company are interested or concerned in the afore said resolution exceptShri Vinod M^ta, Annua. General Meeting as per Cause 49 of the

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with die Stock Exchanges, Management Discussion and Analysis. Corporate Governance Report and Certificate by die Managing Director and Manager (Finance) confirming compliance by all die Board Members widi Company''s Code of Conduct and Auditor''s Certificate regarding compliance of condition of Corporate Governance are made a part of die Annual Report

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to die requirement under section 217 (2AA) of die Companies Act, 1956, it is hereby confirmed diat (i) In die preparation of die annual accounts die applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates diat were reasonable and prudent so as to give a true and fair view of die state of affairs of die Company at die end of the financial year and of the profit of die Company for die year under review.

(iii) The Directors have taken proper and sufficient care for die maintenance of adequate accounting records in accordance widi die provisions of the Companies Act, 1956 for safeguarding die assets of die Company and for preventing and detecting fraud and otiier irregularities.

(iv) The Directors have prepared die accounts for die financial year ended 31" March, 2013 on a ''going concern'' basis.

USTING OF EQUITY SHARES

The equity shares of die company continue to be listed on Ludhiana (Regional), Delhi, Mumbai Stock Exchanges and listing fee for die year 2013-2014 have been paid to each of die said Stock Exchanges.

HUMAN RESOURCES

The company has maintained a climate of co-operdon & confidence for its employees. Our relation widi employees is based on mutual trust & respect and we continue to maintain die same spirit at all levels at all die time.

PARTICULARS OF EMPLOYEES

The provisions of Section 2I7(2A) of the Companies Act, 1956 read widi die Companies (Particulars of Employees) Rules, 1975 are not applicable as, tiiere was no employee in the company during die year, drawing remuneration more tiian die amount specified in terms of section 217 (2A) of die Companies Act, 1956.

AUDITORS

M/s. P. Mittal & Co., Chartered Accountants, die Statutory Auditors of the Company, will hold office until die conclusion of die ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

AUDITORS'' REPORT

The observations of die Auditors are self explanatory and as such need no furdier explanation

COST AUDIT

The Board of Directors has appointed M/s. Khushwinder Kumar & Co., Cost Accountants, jalandhar as Cost Auditors of die Company under section 233-B of die Companies Act, 1956 for die year 2013-2014. The Cost Auditor''s report will be forwarded to die Central Government as required under die law.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted fixed deposits from the public under section 58-A of the Companies Act 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information as required under Section 217( I )(e) of the Companies Act 1956 read with Rule 2 of die Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to energy conservation, technology absorption and foreign exchange earnings & outgo are forming part of the

Directors Report and are annexed hereto and form part of the Directors'' Report

APPRECIATION

The Board of Directors place on record their appreciation to atl the employees of die Company for their contribution to the operations of the Company during the year under review. Your Directors also place on record their sincere appreciation of the support extended by the Government and other Statutory Authorities, Company''s Bankers, Business Associates, Auditors and all the Shareholders of the Company.

for and on behalf of the Board

Place : Bathinda, NiSheth

Dated : 09 August, 2013 Company Secretary


Mar 31, 2012

To The Members of BCL Industries & Infrastructures Ltd.

The Directors are pleased to present the 36th Annual Report on the working of the Company together with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

The financial highlights are as follows

(Rs.in Lacs)

2011-2012 2010-2011

Profit before Depreciation,

Finance Cost and

Tax Expenses 1935.27 1195.61

Less:

Finance Cost 1041.24 304.11

Depreciation 233.57 208.27

Profit before tax 660.46 683.23

( Add ) / Less :

Current Tax 160.00 140.00

Deferred Tax (17.24) (1 1.59)

Profit for the year 517.70 554.82

( Add ) / Less :

Prior Period Items

- Excess / Short Provision of Tax of Earlier Year 30.02 33.19

- Previous Year Adjustment 4.50 0.58 - b/f Surplus (47.32) (226.27)

Total Surplus Available 530.50 747.32

APPROPRIATIONS

Transferred to

General Reserve 500.00 700.00

Balance carried to

Balance Sheet 30.50 47.32

Total 530.50 747.32

PERFORMANCE REVIEW

Financial year 2011-12 was challenging year. The global economy, barely a year after recession, witnessed lower economy growth due to downfall in Indian Rupee in comparison with the US $ and downfall scenario in Sensex, resulting in the increase of prices of crude edible oils, increase in interest rates, inflation in indigenous raw materials, packing materials, other processing chemicals, direct & indirect cost etc., etc. Despite of this constraints and challenging environment the company performed reasonably well and the highlight of the performance are as above.

ACHIEVEMENT

Your directors have pleasure to inform you that this year the company has achieved the following goals inspite of the challenging environment & adverse market scenario:

- Your directors have pleasure to inform you that for the construction of luxury residential flats at Multania Road viz, D.D. Mittal Towers Phase-ll, the company has obtained all the statutory permissions including environment clearance & the project will be launched very soon during the current financial year.

-The installation of Distillery unit has been completed well in time and the production has been started in the month of June, 2012. It will strengthen the overall revenue of the company in the current year.

-During the year your company has acquired the firm M/s Ganpati Estates in which the company was partner with 88% share in the previous year. Now your company have become the sole proprietor of the said firm.

-Your company once again got "B.K.Goenka Award" for being the second highest producer of refined rice bran oil in the country.

DIVIDEND

Your company has set up a Distillery Unit at Village "Sangat Kalan", Dabwali Road, Bathinda which is going to be completed within a short span of time and the production is expected to come out in the month of Aug., 2012 and the project D.D.Mittal Towers Phase-ll is under progress. Keeping in view of the requirements of funds for working capital for both above said projects as well as to conserve the resources for the future requirement, your Directors do not recommend dividend for the year.

DIRECTORS

Mr. V. K. Nayyar, Director, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Certificate by the Managing Director and Manager (Finance) confirming compliance by all the Board Members with Company's Code of Conduct and Auditor's Certificate regarding compliance of condition of Corporate Governance are made a part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed that:

(i) In the preparation of the annual accounts the applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments 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 the year under review.

(iii) The Directors have 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) The Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

LISTING OF EQUITY SHARES

The equity shares of the company continue to be listed on Ludhiana (Regional), Delhi, Mumbai Stock Exchanges and listing fee for the year 2012-2013 have been paid to each of the said Stock Exchanges.

HUMAN RESOURCES

The Company regards its employees as the most valuable assets and continuously reviews and evolves policies and procedures to attract and retain its pool of technical and managerial personnel through a conducive work environment.

PARTICULARS OF EMPLOYEES

The provisions of Section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable as, there was no employee in the company during the year, drawing remuneration more than the amount specified in terms of section 217 (2A) of the Companies Act, 1956.

AUDITORS

M/s. P. Mittal & Co., Chartered Accountants, the Statutory Auditors of the Company, will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS' REPORT

The observations of the Auditors are self explanatory and as such need no further explanation.

COST AUDIT

The Board of Directors has appointed M/s Pawan & Associates, Cost Accountants, Jalandhar as Cost Auditors of the Company under section 233-B of the Companies Act, 1956 for the year 2012-2013. The Cost Auditor's report will be forwarded to the Central Government as required under law.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted fixed deposits from the public under section 58- A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information as required under Section 217(l)|e) of the Companies Act, 1956 read with Rule 2 of the Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to energy conservation, technology absorption and foreign exchange earnings & outgo are forming part of the Director's Report and are annexed hereto and form part of the Director's Report.

APPRECIATION

The Board of Directors place on record their appreciation to all the employees of the Company for their contribution to the operations of the Company during the year under review. Your Directors also place on record their sincere appreciation of the support extended by the Government and other Statutory Authorities, Company's Bankers, Business Associates, Auditors and all the Shareholders of the Company.

for and on behalf of the Board

Place :Bathinda, (Rajinder Mittal)

Dated 14th Aug., 2012 Chairman & Mg. Director


Mar 31, 2011

The Members of BCL Industries & Infrastructures Limited

The Directors are pleased to present the 35th Annual Report on the working of the Company together with the Audited Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

(Rupees In Lacs) The financial highlights are as follows :-

2010-2011 2009-2010

Profit before Interest, Depreciation and Tax 1119.82 791.39

Less:

Interest 228.32 316.37

Depreciation 208.27 203.77

683.23 271.25

Less : Provision for Taxation 140.00 50.00

Profit after Tax 543.23 221.25

Add: Balance brought forward from previous year 226.27 13.17

769.50 234.42

(33.77) (3.90)

Add/Less: Previous year Adjustment 11.59 4.24 including tax Deferred Tax

Available for appropriation 747.32 226.28

APPROPRIATIONS

Transferred to General Reserve 700.00 0.00

Balance carried to Balance Sheet 47.32 226.28

747.32 226.28

PERFORMANCE REVIEW

During the year under review, your company has been able to achieve a turnover of Rs.479.81 Crores (Previous Year Rs.304.20 Crores) & earned a profit after tax of Rs.543.23 Lacs as against Rs.221.25 Lacks in the previous year, despite the company faced various advertise like sharp increase in the input costs, increase in fuel prices, increase in the interest rates, credit crunch, fluctuation in Exchange Rates, hard competition due to excessive imports of finished goods and competition from the several domestic players.

In the last Annual General Meeting it was passed to install a Distillery Unit. Your Directors are pleased to inform you that the work of installation of Distillery Unit is going on full swing. The orders for procurement of Plant & Machinery are already placed and it is expected that the Distillery will start production in the current financial year itself.

ACHIEVEMENT

Your Directors have pleasure to inform you that the Company again got B. K. Geonka Award for being the "SECOND HIGHEST PRODUCER OF REFINED RICE BRAN OIL" in the country.

DIVIDEND

Keeping in view the requirement of funds for set up of Distillery Unit and need to conserve the resources of this, credit crunch Company for the follows 'capital requirements, your Directors do not recommend dividend on the equity shares.

DIRECTORS

Sh. Sat Narain Goyal, Whole Time Director, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Corporate Governance Report and certificate by the Managing Director and Manager(Finance) confirming compliance by all the Board Members with Company' code of Conduct and Auditor's Certificate regarding compliance of condition of Corporate Governance are made a part of the Annual Report.

DIRECTORS'RESPONSIBILITY STATEMENT Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed that:

(i) In the preparation of the annual accounts the applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and to 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 the year under review.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

LISTING OF EQUITY SHARES

The equity shares of the company are listed on Ludhiana (Regional), Delhi, Mumbai Stock Exchanges and listing fee for the year 2011-2012 have been paid to each of the said Stock Exchanges.

HUMAN RESOURCES

The Company regards its employees as the most valuable assets and continuously reviews and evolves policies and procedures to attract and retain its pool of technical and managerial personnel through a conducive work environment.

PARTICULARS OF EMPLOYEES

The revisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable as, there was no employee in the company during the year, drawing remuneration more than the amount specified in terms of section 217 (2A) of the Companies Act, 1956.

AUDITORS

M/s P Mittal & Co., Chartered Accountants, the Statutory Auditors of the Company, will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment

AUDITORS' REPORT

The observations of the Auditors are self explanatory and as such need no further explanation.

COST AUDIT

The Board of Directors has re-appointed M/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar as Cost Auditors of the Company under section 233-B of the Companies Act, 1956 for the year 2011-2012. The Cost Auditor's report will be forwarded to the Central Government as required under law.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted fixed deposits from the public under section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information as required under Section 217(1)(e)of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in Report of Board of Directors) Rules, 1988 with respect to energy conservation technology absorption and foreign exchange earnings & outgo are forming part of the Directors Report and are annexed hereto and form part of the Director's Report.

APPRECIATION

The Board of Directors place on record their appreciation to all the employees of the Company for their contribution to the operations of the Company during the year under review. Your Directors also place on record their sincere appreciation of the support extended by the Government and other Statutory Authorities, Company's Bankers, Business Associates, Auditors and all the Shareholders of the Company.

for and on behalf the Board

Place : Bathinda

Date : 24th August, 2011 (Rajinder Mittal) Chairman & Mg. Director


Mar 31, 2010

The Directors are pleased to present the 34th Annual Report on the working of the Company together with the Audited Accounts for the financial year ended 31 st March, 2010.

FINANCIAL RESULTS

The financial highlights are as follows :-

(Rupees In Lacs)

2009-2010 2008-2009

Profit before Interest,

Depreciation and Tax 791.39 1615.46

Less :

Interest 316.37 342.58

Depreciation 203.77 211.91

271.25 1060.97

Less: Provision for Taxation 50.00 185.00

Profit after Tax 221.25 875.97

Add : Balance brought 13.17 16.73

forward from previous year 234.42 892.70

Add/Less : Previous year

Adjustment including taxes (3.90) (2.83)

Deferred Tax (4.24) 23.30

Available for appropriation 226.28 913.17



APPROPRIATIONS

Transferred to 0.00 900.00

General Reserve Balance carried to

Balance Sheet 226.28 13.17

226.28 913.17

PERFORMANCE REVIEW

During the year under review, your companys operations came under various pressures due to increase in the interest rates, rising in input costs/commodity prices, credit crunch, fluctuation in crude oil prices, fluctuation in exchange rate, hard competition due to excessive import of finished goods and falling demand due to recession. Despite these factors, your company adjusted to this situation and has been able to achieve a turnover of Rs. 304.20 Crores and earned profit after tax is of Rs. 221.25 Lacs, by managing efficiently and effectively with the resources at its disposal.

ACHIEVMENT

Your directors have pleasure to inform you that your company has been ranked 338 among top 500 large Industries of India, by a survey conducted by Industry 20, a premier business magazine which identifies the nations fastest growing manufacturing Industries. Your company for the first time has been ranked 401 among top 1000 companies in India, by Business Standard Magazine, in February, 2010. The company also got B. K. Goenka Award consecutively for third year, being the" SECOND HIGHEST PRODUCER OF REFINED RICE BRAN OIL" in the country.

D D MITTAL TOWERS

During the year under review, your Company has acquired 4.02 Acres land for the development of Apartment/SCO/Booth in the project popularly known as D D Mittal Towers at Multania Road, Bafhinda. The construction of the same will start soon.

DIVIDEND

Keeping in view of the working capital requirements of the Company, your Directors have decided not to recommend dividend on the equity shares.

DIRECTORS

Sh. Baldev Raj Gupta, Director, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

FORFEITED THE AMOUNT RECEIVED FROM THE WARRANT HOLDERS

The Board of Directors in its meeting held on 30th January, 2010 has forfeited the amount of Rs. 6,92,50,000/- being the upfront amount received from the warrant holders who have not exercised their right for conversion of 1,38,50,000 warrants into equity shares within the stipulated time. The said warrants were convertible into one equity share of Rs. 1 0/- each at the option of the warrant holders, at any time prior to the expiry of 1 8 months from the date of allotment i.e. uptolOth January, 2010.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Certificate by the Managing Director and Manager (Finance) confirming compliance by all the Board Members with Companys Code of Conduct and Auditors Certificate regarding compliance of condition of Corporate Governance are made a part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed that:

(i) In the preparation of the annual accounts the applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments 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 the year under review.

(iii) The Directors have 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) The Directors have prepared the accounts for the financial year ended 3 1 st March, 2010 on a going concern basis.

LISTING OF EQUITY SHARES

The equity shares of the company continue to be listed on Ludhiana (Regional), Delhi, Mumbai Stock Exchanges and listing fee for the year 2010-2011 have been paid to each of the said Stock Exchanges. Application for delisting of Equity Shares made to The Calcutta Stock Exchange Association Limited is under process.

HUMAN RESOURCES

The Company regards its employees as the most valuable assets and continuously reviews and evolves policies and procedures to attract and retain its pool of technical and managerial personnel through a conducive work environment.

PARTICULARS OF EMPLOYEES

The provisions of Section 21 7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1 975 are not applicable, as during the year under review, there was no employee in the company drawing remuneration more than the amount specified in terms of section 21 7 (2A) of the Companies Act, 1956.

AUDITORS

M/s. P. Mirtal & Co., Chartered Accountants, the Statutory Auditors of the company, will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS REPORT

The observations of the Auditors and notes on accounts are self explanatory and as such need no further explanation.

COST AUDIT

The Board of Directors has re-appointed M/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar as Cost Auditors of the company under section 233-B of the Companies Act, 1 956 subject to the approval of the Central Government for the year 2010-201 1. The Cost Auditors report will be forwarded to the Central Government as required under law.

PUBLIC DEPOSITS

During the year under review, the company has not accepted fixed deposits from the public under section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information as required under Section 217(1 )(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to energy conservation, technology absorption and foreign exchange earnings & outgo are forming part of the Directors Report and are annexed hereto and form part of the Directors Report.

APPRECIATION

The Board of Directors place on record their appreciation to all the employees of the company for their contribution to the operations of the company during the year under review. Your Directors also place on record their sincere appreciation of the support extended by the Government and other Statutory Authorities, Companys Bankers, Business Associates, Auditors and all the Shareholders of the Company.

for and on behalf of the Board

(Rajinder Mittal) Chairman & Mg. Director

Place : Bathinda, Date : 29th June, 2010



 
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