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Directors Report of Bisil Plast Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors present the 29th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2014 15 ended 31st March, 2015.

1. FINANCIAL RESULTS :

(Rs.in Lacs)

Particulars 2014-15 2013-14

Operating Loss (Before Interest & Depreciation) 6.03 6.15

Add : Interest - -

Add : Depreciation 2.61 2.61

Net Loss before Tax 8.64 8.76

Add : Provision for Taxation - -

Loss after Tax 8.64 8.76

Balance of Loss brought forward from Previous year 449.06 440.30

Net Loss carried to Balance Sheet 457.70 449.06

In view of unabsorbed depreciation and carried forward losses and also in view of absence of virtual certainty of sufficient future taxable income, deferred tax assets/liabilities have not been recognised.

2. DIVIDEND:

Your Directors are unable to recommend Dividend for the year 2014-15 in view ofthe accumulated losses as on 31st March, 2015.

3. OPERATIONS:

There was no production of Mineral Water Bottles during the year under review. There were no sales and other income during the year under review.

The Operating Loss (before interest and depreciation) stood at Rs. 6.03 lacs during the year under review as compared to Rs. 6.15 lacs during the year 2013-14. After providing for Interest, Depreciation and exceptional and prior period items, the Loss stood at Rs. 8.64 lacs during the year under review.

4. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Delhi Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2015 16.

5. DIRECTORS:

5.1 Mr. Sanjay S. Shah has been elevated as Managing Director ofthe Company w.e.f. 29th July, 2015.

5.2 One of your Directors viz. Ms. Rita S. Shah retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers herself for reappointment.

5.3 The Board of Directors duly met 6 times during the financial year under review.

5.4 The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors.

5.5 The performance evaluation of the Executive and Non-Executive Directors was carried out by at the meeting ofthe Independent Directors held on 13th February, 2015.

5.6 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 ofthe Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had 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 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 31st March, 2015 being end of the financial year 2014-15 and of the loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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.

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. MANAGERIAL REMUNERATION:

6.1 REMUNERATION OF DIRECTORS:

The Company has not paid any Managerial Remuneration or other benefits to any of its Directors. The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation ofthe said Remuneration policy.

7. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL :

There are no material payments to KMP/ Employees. As no material payments have been made the amount is not comparable with the performance of the Company. There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

8. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134(3)(m) ofthe Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption are not applicable as there are no manufacturing activities during the year under review. The Company has not earned or spent any Foreign Exchange during the year under review.

10. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - A

11. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - B As regards the observation ofthe Auditors, the Company is in the process of identifying and appointing Whole-time Company Secretary and also developing functional website of the Company.

12. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - C

13. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

14. GENERAL:

14.1. AUDITORS:

The present Auditors ofthe Company M/s. Shah & Dalal, Chartered Accounts, Ahmedabad, will retire at the ensuing 29th Annual General Meeting. The Company has obtained from them consent to the effect that their reappointment as Auditors of the Company for period of 2 years commencing from the Financial Year 2015-16 to 2016-17, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

14.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

14.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

14.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part ofthe Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

14.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

14.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

14.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

14.8 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act, 2013.

15. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE214D01021.

16. FINANCE:

16.1 The Company has no outstanding payment to Banks or any other person.

16.2 The Company's Income-tax Assessment has been completed upto the Assessment Year 2013-14.

17. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co operation extended by Banks, Government authorities, Shareholders, Suppliers and Customers.

For and on behalf of the Board,

Place : Ahmedabad Sanjay S. Shah Amrish V. Pandya Date : 29th July, 2015 Managing Director Director


Mar 31, 2014

Dear Shareholders,

The Directors present the 28TH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2013-14 ended 31st March, 2014.

1. FINANCIAL RESULTS :

(Rs.in Lacs)

Particulars 2013-14 2012-13

Operating Loss (Before Interest & Depreciation) 6.15 20.70

Add : Interest - 7.71

Add : Depreciation 2.61 2.61

Net Loss before Tax 8.76 31.02

Add : Provision for Taxation - -

Loss after Tax 8.76 31.02

Balance of Loss brought forward from Previous year 440.30 409.28

Net Loss carried to Balance Sheet 449.06 440.30

In view of unabsorbed depreciation and carried forward losses and also in view of absence of virtual certainty of sufficient future taxable income, deferred tax assets/liabilities have not been recognised.

2. DIVIDEND:

Your Directors are unable to recommend Dividend for the year 2013-14 in view of the accumulated losses as on 31st March, 2014.

3. PRODUCTION, SALES AND WORKING RESULTS:

There was no production of Mineral Water Bottles during the year under review. There were no sales and other income during the year under review.

The Operating Loss (before interest and depreciation) stood at Rs. 6.15 lacs during the year under review as compared to Rs. 20.70 lacs during the year 2012-13. After providing for Interest, Depreciation and exceptional and prior period items, the Loss stood at Rs. 8.76 lacs during the year under review.

4. FINANCE:

4.1 The Company has no outstanding payment to Banks or any other person.

4.2 The Company''s Income tax Assessment has been completed upto the Assessment Year 2013-14 and Sales tax Assessment has been completed upto the Year 2013-14.

5. DIRECTORS:

5.1 Mr. Amrish V. Pandya and Mr. Sanjay V. Karkare, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013.

5.2 Ms. Rita S. Shah retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company at this ensuing Annual General Meeting, being eligible, offers herself for reappointment.

5.3 Mr. Sanjay S. Shah has been elevated as Managing Director of the Company w.e.f. 29th July, 2014.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of 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, the applicable accounting standards had 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 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 31st March, 2014 being end of the financial year 2013 14 and of the Loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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.

7. DEMATERIALISATION OF EQUITY SHARES:

To facilitate holding of securities in dematerialised/electronic form, the Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Thus, shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE214D01021.

8. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report and Report on Corporate Governance form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report.

9. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Delhi Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2014 15.

10. GENERAL:

10.1 INSURANCE:

The Company''s properties continue to be insured against risks such as fire, riot, etc.

10.2 AUDITORS:

The present Auditors of the Company M/s. Shah & Dalal Associates, Chartered Accounts, Ahmedabad will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for the Financial Year 2014-15, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of auditor and notes on accounts are self explanatory.

10.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure under Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

10.4 DEPOSITS:

The Company has not accepted any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

11. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF

THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of Energy:

Measures taken for Conservation of Energy, additional proposals and its impacts: Nil

Total energy consumption and energy consumption per unit of production has not been submitted as there was no Production during the year under review.

B. Technology absorption:

Efforts made in technology absorption: Nil

C. Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any Foreign Exchange during the year under review.

12. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct

13. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co operation extended by Banks, Government authorities, Shareholders, Suppliers and Customers.

For and on behalf of the Board,

Place : Ahmedabad Sanjay S. Shah Amrish V. Pandya

Date :29th July, 2014 Managing Director Director


Mar 31, 2013

Dear Shareholders,

The Directors present the TWENTYSEVENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2012-13 ended 31st March, 2013.

1. FINANCIAL RESULTS :

(Rs.in Lacs)

Particulars 2012-13 2011-12

Operating Loss (Before Interest & Depreciation) 20.70 62.68

Add : Interest 7.71 56.93

Loss before Depreciation 28.41 119.61

Add : Depreciation 2.61 3.12

Add: Exceptional and prior period items - 11.71

Net Loss before Tax 31.02 134.44

Add : Provision for Taxation - -

Less: (Profit) from discontinuing operations - (1.91)

Loss after Tax 31.02 132.53

Balance of Loss brought forward from Previous year 409.28 276.75

Net Loss carried to Balance Sheet 440.30 409.28

In view of unabsorbed depreciation and carried forward losses and also in view of absence of virtual certainty of sufficient future taxable income, deferred tax assets/liabilities have not been recognised.

2. DIVIDEND:

Your Directors are unable to recommend Dividend for the year 2012-13 in view of the accumulated losses as on 31st March, 2013.

3. PRODUCTION, SALES AND WORKING RESULTS:

There was no production of Mineral Water Bottles during the year under review. There were no sales and other income during the year under review.

The Operating Loss (before interest and depreciation) stood at Rs. 20.70 lacs during the year under review as compared to Rs. 62.68 lacs during the year 2011-12. After providing for Interest, Depreciation and exceptional and prior period items, the Loss stood at Rs. 31.02 lacs during the year under review.

4. FINANCE:

4.1 During the year, the Company continued to repay interest and principal amount to Banks as per rescheduled payment period.

4.2 The Company''s Income tax Assessment has been completed upto the Assessment Year 2009-10 and Sales tax Assessment has been completed upto the Year 2010-11.

5. DIRECTORS:

One of your Directors viz. Mr. Sanjay V. Karkare retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company at this ensuing Annual General Meeting. He, however, being eligible, offers himself for reappointment.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of 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, the applicable accounting standards had 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 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 31st March, 2013 being end of the financial year 2012 13 and of the Loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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.

7. DEMATERIALISATION OF EQUITY SHARES:

To facilitate holding of securities in dematerialised/electronic form, the Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Thus, shareholders have an option to dematerialise their shares with either of the depositories. The ISIN No. allotted is INE214D01021.

8. CORPORATE GOVERNANCE:

The report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

9. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Delhi Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2012 13.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

11. GENERAL:

11.1 INSURANCE:

The Company''s properties continue to be insured against risks such as fire, riot, etc.

11.2 AUDITORS:

The present Auditors of the Company M/s. Shah & Dalal, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re appointment under Section 224(1-B) of the Companies Act, 1956. The remarks of Auditors and Notes to Accounts are self explanatory.

11.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

11.4 DEPOSITS:

The Company has not accepted any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

12. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of Energy:

Measures taken for Conservation of Energy, additional proposals and its impacts: Nil

Total energy consumption and energy consumption per unit of production has not been submitted as there was no Production during the year under review.

B. Technology absorption:

Efforts made in technology absorption: Nil

C. Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any Foreign Exchange during the year under review.

13. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Banks, Government authorities, Shareholders, Suppliers and Customers.



For and on behalf of the Board,



Place : Ahmedabad Sanjay S. Shah Amrish V. Pandya

Date : 16th July, 2013 Director Director


Mar 31, 2012

The Directors present the TWENTYSIXTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2011-12 ended 31st March, 2012.

1. FINANCIAL RESULTS :

(Rs.in Lacs)

Particulars 2011-12 2010-11

Other Income 0.27 -

Operating Loss (Before Interest & Depreciation) 62.95 8.82

Add : Interest 56.93 13.52

Loss before Depreciation 119.61 22.34

Add : Depreciation 3.12 13.14

Add: Exceptional and prior period items 177.37 -

Net Loss before Tax 300.10 35.48

Add : Provision for Taxation - -

Less: (Profit) from discontinuing operations (1.91) -

Loss after Tax 298.19 35.48

Balance of Loss brought forward from Previous year 276.75 241.27

Net Loss carried to Balance Sheet 574.94 276.75

In view of unabsorbed depreciation and carried forward losses and also in view of absence of virtual certainty of sufficient future taxable income, deferred tax assets/liabilities have not been recognised.

2. DIVIDEND:

Your Directors are unable to recommend Dividend for the year 2011-12 in view of the accumulated losses as on 31st March, 2012.

3. PRODUCTION, SALES AND WORKING RESULTS:

There was no production of Mineral Water Bottles during the year under review. There were no sales and other income during the year under review was Rs. 0.27 lacs.

The Operating Loss (before interest and depreciation) stood at Rs.62.95 lacs during the year under review as compared to Rs. 8.82 lacs during the year 2010-11. After providing for Interest, Depreciation and exceptional and prior period items, the Loss before Tax stood at Rs.300.10 lacs during the year under review.



4. FINANCE:

4.1 During the year, the Company continued to repay interest and principal amount to Banks as per rescheduled payment period.

4.2 The Company's Income-tax Assessment has been completed upto the Assessment Year 2009-10 and Sales tax Assessment has been completed upto the Year 2010-11.

5. DIRECTORS:

The Board of Directors in their meeting held on 9th May, 2012 appointed Mr. Sanjay S. Shah and Ms. Rita S. Shah as Directors of the Company.

Mr. Arun Kumar Jain, Mr. Narendra Kumar Jain and Mr. Ravindra Kumar Jain were ceased to be Directors of the Company upon resignation w.e.f. 9th May, 2012.

One of your Directors viz. Mr. Amrish V. Pandya retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company at this ensuing Annual General Meeting. He, however, being eligible, offers himself for reappointment.

6. SALE OF 'PACKAGED DRINKING WATER PLANT':

The productions of 'Packaged Drinking Water' have been suspended since long. The management, therefore, decided to dispose off the 'Packaged Dinking Water Plant' of the Company situated at Plot No. 2410 and 2411, GIDC Industrial Estate, Chhatral (North Gujarat), Tal: Kalol, Dist: Gandhinagar - 382 729.

The necessary approval of the members of the Company under Section 293(1)(a) and other applicable provisions, if any, of the Companies Act, 1956 was obtained pursuant to the provisions of Section 192A of the Companies Act, 1956 read with the Companies (passing of resolution through postal ballot) Rules, 2011, by way of Postal Ballot. The result of the voting by Postal Ballot for the Resolution was declared on 24th March, 2012.

The management has taken necessary steps to give effect to the resolution.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of 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, the applicable accounting standards had 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 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 31st March, 2012 being end of the financial year 2011 -12 and of the Loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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.

8. RECONSTITUTION OF VARIOUS COMMITTEES OF THE COMPANY:

In view of changes in the Board Structure, the Board of Directors in their meeting held of 9th May, 2012, has reconstituted Audit Committee, Shareholders' Grievance Committee and Remuneration Committee.

9. DEMATERIALISATION OF EQUITY SHARES:

To facilitate holding of securities in dematerialised/electronic form, the Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Thus, shareholders have an option to dematerialise their shares with either of the depositories. The ISIN No. allotted is INE214D01021.

10. CORPORATE GOVERNANCE:

The report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

11. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Delhi Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2012-13.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

13. GENERAL:

13.1 INSURANCE:

The Company's properties continue to be insured against risks such as fire, riot, etc.

13.2 AUDITORS:

The present Auditors of the Company M/s. Shah & Dalal, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956. The remarks of Auditors and Notes to Accounts are self explanatory.

13.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure under Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

13.4 DEPOSITS:

The Company has not accepted any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

14. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF

THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of Energy:

Measures taken for Conservation of Energy, additional proposals and its impacts: Nil

Total energy consumption and energy consumption per unit of production has not been submitted as there was no Production during the year under review.

B. Technology absorption:

Efforts made in technology absorption: Nil

C. Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any Foreign Exchange during the year under review.

15. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co operation extended by Banks, Government authorities, Shareholders, Suppliers and Customers.

For and on behalf of the Board,

Place : Ahmedabad Sanjay S. Shah Amrish V. Pandya

Date : 16th July, 2012 Director Director


Mar 31, 2010

The Directors present the TWENTYFOURTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2009-10 ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Rs.in Lacs)

Particulars 2009-10 2008-09

Operating Profit

(Before Interest & Depreciation) 6.84 7.66

Less : Interest 14.30 6.52

Profit before Depreciation 21.14 1.14

Less : Depreciation 13.37 21.46

Net Loss before Tax 34.51 20.32

Less : Provision for Taxation

Loss after Tax 34.51 20 32

Balance of Loss brought forward

from Previous year 20G.76 186.44

Net Loss carried to Balance Sheet 241.27 206.76

In view of. unabsorbed depreciation and carried forward losses and also in view of absence of virtual certainty of sufficient future taxable income, deferred tax assets/liabilities have not been recognised.

2. DIVIDEND:

Your Directors are unable to recommend Dividend for the year 2009-10 in view of the accumulated losses as on 31s March, 2010.

3. PRODUCTION, SALES AND WORKING RESULTS:

There was no production of Mineral Water Bottles during the year under review. The Sales and other income has been reduced to Rs.30.12 lacs during the year under review as compared to Rs.80.72 lacs for the year 2008-09.

The Operating Loss (before interest and depreciation) has been decreased to Rs.6.84 lacs during the year under review as compared to Rs.7.66 lacs during the year 2008-09. After providing for Interest, the Loss before Depreciation stood at Rs.21.14 lacs during the year under review as compared to Rs.1.14 lacs for the year 2008-09. The Company had incurred Loss after tax of Rs. 34.51 lacs as compared to Loss of Rs. 20.32 lacs for the year 2008-09.

4. FINANCE:

4.1 During the year, the Company continued to repay interest and principal amount to Banks as per rescheduled payment period.

4.2 The Companys Income-tax Assessment has been completed upto the Assessment Year 2008-09 and Sales tax Assessment has been completed upto the Year 2008-09.

5. DIRECTORS:

One of your Directors viz. Shri Sanjay V. Karkare, retire by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company. He, however, being eligible, offer himself for reappointment.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors1 Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had 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 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 31st March, 2010 being end of the financial year 2009-10 and of the Loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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.

7. DEMATERIALISATION OF EQUITY SHARES:

To facilitate holding of securities in dematerialised/electronic form, the Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India] Limited (CDSL), Thus, shareholders have an option to dematerialise their shares with either of the depositories. The ISIN No allotted is INE214D01021.

8. PERSONNEL AND H.R.D.:

Your Directors are glad to report that the industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H.R.D.

9. CORPORATE GOVERNANCE:

The report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

10. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Delhi Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2010-11.

11. GENERAL:

11.1 INSURANCE-

The Companys properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, not, strike, civil commotion, malicious damages, machinery breakdown etc.

11.2 AUDITORS:

The present Auditors of the Company & Dalal, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B) of the Companies Act, 1956. The remarks of Auditors and Notes to Accounts are self explanatory.

11.3 PARTICULARS OF EMPLOYEES;

None of the employees of the Company is drawing remuneration requiring disclosure under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

11.4 DEPOSITS:

The Company has not accepted any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

12. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of Energy:

Measures taken for Conservation of Energy, additional proposals and its impacts; Nil

Total energy consumption and energy consumption per unit of production has not been submitted as there was no Production during the year under review.

B. Technology absorption:

Efforts made in technology absorption: Nil

C. Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any Foreign Exchange during the year under review.

13. CHANGE OF REGISTRAR AND TRANSFER AGENTS:

During the period under review the Registrar and Transfer Agents of the Company have been changed to M/s. Link Intime (India) Private Limited.

14. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Banks, Government authorities. Shareholders, Suppliers and Customers.



For and on behalf of the Board,

Place : Ahmedabad Arun Kumar Jain Amrish V. Pandya

Date : 29m May, 2010 Managing Director Director



 
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