Mar 31, 2014
Dear Shareholders,
The Directors present the 29th Annual Report on the operations of your
Company together with Annual Audited Accounts for the year ended 31st
March, 2014.
FINANCIAL RESULTS
(Rs. in Lacs)
Current Year Previous Year
Sales 1680.75 1952.95
Profit/(Loss) before Financial
Charges & Depreciation 62.99 38.95
Less : Financial Charges 4.96 4.40
Less : Depreciation 64.11 65.35
Profit/(Loss) Before tax (6.08) (30.80)
Provision for Tax - -
Profit/(Loss) after tax (6.08) (30.80)
Add : Brought forward Profit/(Loss) (2151.72) (2120.92)
Balance Carried to Balance Sheet (2157.80) (2151.72)
OPERATIONS
During the year under review, the total sales of your Company were
Rs.1680.75 lacs as against Rs.1952.95 lacs for the previous year. The
Profit before financial charges and depreciation amounted to Rs.62.99
lacs as compared to Rs.38.95 lacs in the previous year. The net loss
for the year was Rs.6.08 lacs as compared to Rs 30.80 lacs during
previous year.
DIVIDEND
Your directors regret their inability to propose any dividend in view
of the loss for the year under review.
CURRENT YEAR''S PERFORMANCE
The Company is focusing on Lighting Electronics business. In the 1st
quarter ended June, 2014 the Company has recorded sales of Rs.465.17
lacs as compared to Rs.515.63 lacs for the corresponding period last
year. The Company is hopeful of improving the situation substantially
in coming quarters.
RESEARCH & DEVELOPMENT
The Research and Development Centre of your Company has been providing
useful support towards developing of new products and improving quality
of existing products. We have successfully developed many products in
Lighting Electronics Industry which have been approved by International
Certification Laboratory of Osram, the major customer of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO
The detailed information as required Under Section 217(1) (e) of the
Companies Act, 1956 read with Companies (disclosure of particulars in
report of the Board of Directors) Rules 1988, is enclosed as per
Annexure-I.
DIRECTORS
Shri Aijaz Ghaffar will retire at the ensuing Annual General Meeting
and being eligible, offers himself for re-appointment. The Board of
Directors have appointed Mr. Ajay Kumar Singhal, as additional Director
w.e.f. August 13, 2014, on the Board of the Company at their meeting
held on August 13, 2014, subject to his regular appointment in the
Annual General Meeting. In accordance with the Articles of Association
of the Company and the Companies Act, 2013, Mr. Ajay Kumar Singhal
holds office till the ensuing Annual General Meeting. The Company has
received Notice in respect of Mr. Ajay Kumar Singhal from a member
under Section 160 of the Companies Act, 2013 proposing his appointment
as Director of the Company liable to retire by rotation.
Consequent to notification of Section 149 and other applicable
provisions of the Companies Act, 2013, your Directors are seeking
appointment of all Independent Directors viz Mr Sunil Kumar
Bhattacharya, Mr Hamidulla Kabir Khan and Mr Bharat Bhushan Jain for
five consecutive years from the ensuing Annual General Meeting and they
shall not be liable to retire by rotation. The Company has received
Notices in respect of aforesaid Directors under Section 160 of the
Companies Act, 2013 proposing their appointment as Independent
Directors of the Company.
Your Directors recommend the re-appointment/ appointment of the above
Directors at the ensuing Annual General Meeting. The information on the
particulars of Director eligible for re-appointment/appointment in
terms of Clause 49 of the Listing Agreement has been provided in the
notes to the notice convening the Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
In pursuance of Section 217(2AA) of the Companies act, 1956, the
Directors would like to assure the Members that the financial
statements for the year under review, confirm in their entirety to the
requirements of the Companies Act, 1956.
The Directors confirm:
1. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. 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 the end of the financial year 2014 and of
the loss of the company for that period;
3. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
4. that the directors had prepared the Annual Accounts on a going
concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS
A report in the form of Management Discussion and Analysis pursuant to
clause 49 of the listing agreement, as a part of this report is annexed
hereto as Annexure - II.
CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the
Directors'' Report and the certificate from the auditors of the Company
confirming the compliance of Clause 49 of listing agreement is included
in the annual report.
A Certificate has been given by the Chairman & Managing Director and
Manager (Finance & Accounts) to the Board, as per requirement of Clause
49 (V) of the Listing Agreement is attached to the report.
REFERENCE TO BIFR
The Company was declared Sick in April, 2006 by Hon''ble Board for
Industrial & Financial Reconstruction (BIFR) and Bank of India had been
appointed as Operating Agency to work out a Rehabilitation Plan and
submit the same to the Hon''ble BIFR. The Company/Promoters have settled
with all Secured Creditors and payments are being made in line with
agreed terms. The draft Rehabilitation Scheme submitted by the Company
has been sanctioned by BIFR. Pursuant to the said sanction, the loans
taken over by the Promoters and the Strategic Investor have been
converted into Unsecured Zero Coupon Convertible Bonds of Rs. 1000/-
each ("Bonds") and the said Bonds shall be converted into equity shares
of the Company of Rs. 10/- each at a premium of Rs. 20/- each in a
phased manner.
BIFR has declared the company as a "Relief Undertaking" and grants all
benefits and concessions relating to deferment of Sales Tax for a
period of 5 years as per the State Government policy guidelines for
sick industrial units. BIFR has also granted other reliefs including
exemption / grant of relief to the Company from certain provisions of
the Income Tax Act and waiver of interest / damages on delayed payments
of PF or ESI (subject to consideration of respective authorities).
AUDITORS
The retiring Auditors of the Company M/s. Shanti Prashad & Co.,
Chartered Accountants, retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Company has received a certificate from them that
their re-appointment, if made, would be within the prescribed limits
under Section 139 read with Section 141 of the Companies Act, 2013.
AUDITORS'' OBSERVATIONS
The Auditors in their report have invited attention on Emphasis of
Matter Paragraph of Notes on Accounts-Note No.6 and 16. The notes are
self-explanatory. However directors would like to inform you that:
(a) Regarding Point No. 6, the accounting treatment has been done in
line with the scheme sanctioned by Hon''ble BIFR.
(b) Regarding Point No.16, receivables outstanding for more than 6
months, the Management is trying its best to recover the receivables in
full; hence no provision has been made.
COST AUDITORS
The Board has re-appointed M/s N.N. Sharma & Associates as the Cost
Auditors of the Company in accordance with Section 233B of the
Companies Act, 1956 and in conformity with the directives of the
Central Government, for the audit of the cost accounts of the Company
for the Financial Year 2013-14. The Cost Audit Report for the financial
year 2012-13 has been filed with the Central Government within the
stipulated time on September 27, 2013.
PERSONNEL
The employee relation in your company continues to be excellent.
Employee participation in various improvement programs initiated by the
company is encouraging.
PARTICULARS OF EMPLOYEES
Provisions of section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 are not applicable
since there are no employees drawing remuneration exceeding limits
prescribed therein.
COMPLIANCE CERTIFICATE
The Company has obtained the Compliance Certificate pursuant to Section
383A of the Companies Act, 1956 from a Practicing Company Secretary and
forms annexure to this Report.
ACKNOWLEDGEMENT
Your Directors are grateful to the various Government Authorities,
Financial Institutions and Banks, Business Constituents and
Shareholders for their continued co-operation and support to the
Company.
Your Directors also express their deep appreciation of the devoted and
unstinted services tendered by workers, staff and executive at all
levels.
For and on behalf of the
Board of Directors
S.K. MALIK
CHAIRMAN & MANAGING DIRECTOR
Place: New Delhi
Date: August 13, 2014
Mar 31, 2013
Dear Shareholders,
The Directors present the 28th Annual Report on the operations of your
Company together with Annual Audited Accounts for the year ended 31st
March, 2013.
FINANCIAL RESULTS (Rs. in Lacs)
Current Year Previous Year
Sales 1952.95 2109.13
Profit/(Loss) before Financial
Charges & Depreciation 38.95 45.07
Less : Financial Charges 4.40 7.00
Less : Depreciation 65.35 58.36
Profit/(Loss) Before tax (30.80) (20.29)
Provision for Tax -- --
Profit/(Loss) after tax (30.80) (20.29)
Add : Brought forward Profit/(Loss) (2120.92) (2100.63)
Balance Carried to Balance Sheet (2151.72) (2120.92)
OPERATIONS
During the year under review, the total sales of your Company was
Rs.1952.95 lacs as against Rs.2109.13 lacs for the previous year. The
Profit before financial charges and depreciation amounted to Rs.38.95
lacs as compared to Rs.45.07 lacs in the previous year. The net loss
for the year was Rs.30.80 Lacs as compared to Rs 20.29 Lacs during
previous year.
DIVIDEND
Your directors regret their inability to propose any dividend in view
of the loss for the year under review.
CURRENT YEAR''S PERFORMANCE
The Company is focusing on Lighting Electronics business. In the 1st
quarter ended June, 2013 the Company has recorded sales of Rs.499.42
lacs as compared to Rs.367.19 lacs for the corresponding period last
year, registering a growth of around 36%. The Company is trying its
best to turn around, despite all adversities and intense competition.
RESEARCH & DEVELOPMENT
The Research and Development Centre of your Company has been providing
useful support towards developing of new products and improving quality
of existing products. We have successfully developed many products in
Lighting Electronics Industry which have been approved by International
Certification Laboratory of Osram, the major customer of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO
The detailed information as required Under Section 217(1) (e) of the
Companies Act, 1956 read with Companies (disclosure of particulars in
report of the Board of Directors) Rules 1988, is enclosed as per
Annexure-I.
DIRECTORS
Shri Hamidulla Khan will retire at the ensuing Annual General Meeting
and being eligible, offers himself for re-appointment.
The information on the particulars of Director eligible for
re-appointment in terms of Clause 49 of the Listing Agreement has been
provided in the notes to the notice convening the Annual General
Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
In pursuance of Section 217(2AA) of the Companies act, 1956, the
Directors would like to assure the Members that the financial
statements for the year under review, confirm in their entirety to the
requirements of the Companies Act, 1956.
The Directors confirm:
1. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. 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 the end of the financial year 2013 and of
the loss of the company for that period;
3. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
4. that the directors had prepared the Annual Accounts on a going
concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS
A report in the form of Management Discussion and Analysis pursuant to
clause 49 of the listing agreement, as a part of this report is annexed
hereto as Annexure - II.
CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the
Directors'' Report and the certificate from the auditors of the
Company confirming the compliance of Clause 49 of listing agreement is
included in the annual report.
A Certificate has been given by the Chairman & Managing Director and
Manager (Finance & Accounts) to the Board, as per requirement of Clause
49 (V) of the Listing Agreement is attached to the report.
REFERENCE TO BIFR
The Company was declared Sick in April, 2006 by Hon''ble Board for
Industrial & Financial Reconstruction (BIFR) and Bank of India had been
appointed as Operating Agency to work out a Rehabilitation Plan and
submit the same to the Hon''ble BIFR. The Company/Promoters have
settled with all Secured Creditors and payments are being made in line
with agreed terms. The Company had filed a draft Rehabilitation Scheme
with Board for Industrial & Financial Reconstruction (BIFR) and
modified scheme was filed to the Operating Agency on 15th June 2013.
The Company is now hopeful of getting favorable restructuring package
from Hon''ble BIFR.
AUDITORS
The firm of M/s. Shanti Prashad & Co., Chartered Accountants, the
Statutory Auditors of the Company, retire at the conclusion of the
forthcoming Annual General Meeting and being eligible offer themselves
for re-appointment.
AUDITORS'' OBSERVATIONS
The Auditors in their report have invited attention on Emphasis of
Matter Paragraph a & b of Notes on Accounts-Note No.16 & 34. The notes
are self-explanatory. However directors would like to inform you that:
i) Regarding receivables outstanding for more than 6 months, the
Management is trying its best to recover the receivables in full, hence
no provision has been made.
ii) Regarding Non provision for interest on outstanding amount due to
banks, the Promoters of the company along with strategic investor have
entered into settlement with all secured creditors and hence no
provision has been made for any interest on loans outstanding. Pursuant
to a reference filed before the Board of Industrial & Finance
Reconstruction (BIFR) in 2003, the company has submitted a
rehabilitation scheme for financial restructuring, which is under
consideration. Management is of the view that the draft rehabilitation
scheme will be sanctioned soon.
COST AUDITORS
As per the provisions of Section 233B of the Companies Act, 1956 and in
accordance with the Order No. 52/26/CAB-2010 dated 24th January, 2012
issued by the Ministry of Corporate Affairs, audit of the Company''s
cost accounts has been made compulsory in respect of each of its
financial year commencing on or after the 1st day of April, 2012.
In conformity with the above order, the Company has appointed M/s N.N.
Sharma & Associates, Cost Accountants, as the Cost Auditors for the
audit of the cost accounts of the Company for the Financial Year
2012-13. The due date of filing the cost audit report for the financial
year 2012-13 is 30th September, 2013. The report will be filed within
the stipulated period.
PERSONNEL
The employee relations in your company continues to be excellent.
Employee participation in various improvement programs initiated by the
company is encouraging.
PARTICULARS OF EMPLOYEES
Provisions of section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 are not applicable
since there are no employees drawing remuneration exceeding limits
prescribed therein.
ACKNOWLEDGEMENT
Your Directors are grateful to the various Government Authorities,
Financial Institutions and Banks, Business Constituents and
Shareholders for their continued co-operation and support to the
Company.
Your Directors also express their deep appreciation of the devoted and
unstinted services tendered by workers, staff and executive at all
levels.
Registered office: For and on behalf of the
C-41, Defence Colony, Board of Directors
New Delhi - 110 024
Date: August 13, 2012 S.K. MALIK
CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2010
The Directors take pleasure in presenting the Twenty Fifth Annual
Report on the operations of your Company together with Annual Audited
Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS
(Rs. in Lacs)
Current Year Previous Year
Sales 1578.18 1224.15
Profit/Loss before Financial
Charges & Depreciation 40.98 (18.41)
Less : Financial Charges - -
Less : Depreciation 66.92 67.51
Profit/(Loss) Before tax (25.94) (85.92)
Provision for Tax - (.60)
Profit/(Loss) after tax (25.94) (86.52)
Add : Brought forward
Profit/(Loss) (2039.15) (1952.63)
Less : Income Tax adjustment/
Prior period
Adjustment - -
Balance Carried to Balance Sheet (2065.09) (2039.15)
OPERATIONS
During the year under review the total sales of your Company increased
form Rs.1224.15 lacs to Rs.1578.18 lacs, registering a growth of 29%
over previous year. The Profit before financial charges and
depreciation amounted to Rs.40.98 lacs as compared to Rs.18.41 lacs
loss in the previous year. The Net Loss after tax has reduced to
Rs.25.94 lacs from Rs.86.52 lacs in the last year.
The TV Chassis business has become totally a losing business in view of
the under-invoiced imports from China. Hence the company has decided to
exit this business & focus on Lighting business.
DIVIDEND
Your directors regret their inability to propose any dividend in view
of the loss for the year under review.
CURRENT YEARS PERFORMANCE
The companys performance during the first quarter ending June 2010 has
been rather bad as the sales have been only Rs.266.87 lacs compared to
Rs.501.68 lacs for the corresponding period last year. This has been
mainly because of the Company has exited the CTV Chassis business. The
company is hopeful of improving the performance in later part of the
year.
RESEARCH & DEVELOPMENT
The Research and Development Centre of your Company has been providing
useful support towards developing of new products and improving quality
of existing products. We have successfully developed many products in
Lighting Electronic Industry which has been approved by International
Certification Laboratory of Osram.
CONSERV A TION OF ENERGY , TECHNOLOGY , ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO
The detailed information as required Under Section 217(1) (e) of the
Companies Act, 1956 read with Companies (disclosure of particulars in
report of the Board of Directors) Rules 1988, is enclosed as per
Annexure-I.
DIRECTORS
Shri Vivek Narang retires by rotation from the Board of Directors.
The Board of Directors has appointed Shri Bharat Bhushan Jain, as an
Additional Director on the Board of the Company at their meeting held
on 15th May, 2010.
DIRECTORS RESPONSIBILITY STATEMENT
In pursuance of Section 217(2AA) of the Companies act, 1956, the
Directors would like to assure the Members that the financial
statements for the year under review, confirm in their entirety to the
requirements of the Companies Act, 1956.
The Directors confirm:
1. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. that the directors had selected such accounting policies and
applied them consistently and made judgements 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 2010 and of
the profit or loss of the company for that period;
3. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
4. that the directors had prepared the Annual Accounts on a going
concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS
A report in the form of Management Discussion and Analysis pursuant to
clause 49 of the listing agreement, as a part of this report is annexed
hereto as Annexure - II.
CORPORATE GOVERNANCE
In compliance with the clause 49 of the Listing Agreement with the
Stock Exchange(s), the Board had constituted / reconstituted the
following Committees:
Audit Committee.
Share transfer and Shareholders Grievance Committee.
These Committees met regularly during the year & assisted the Board in
fulfilling the responsibilities towards Shareholders relating to
Corporate Governance. A detailed Corporate Governance Report is annexed
as Annexure III.
The Auditors Certificate of compliance with the requirements of
Corporate Governance is attached to the report on Corporate Governance.
A Certificate has been given by the Chairman & Managing Director to the
Board, as per requirement of Clause 49 (V) of the Listing Agreement.
REFERENCE TO BIFR
The companys case came up for hearing with Honorable Board for
Industrial & Financial Reconstruction (BIFR) on 4th April, 2006. The
Company was declared Sick and Bank of India has been appointed as
Operating Agency to work out a Rehabilitation Plan and submit the same
to the Honorable BIFR. The Company has submitted its rehabilitation
package to Banks.
AUDITORS OBSERVATIONS
The Auditors in their report have invited attention on Point No. 8 & 9
of Notes on Accounts-Schedule O (Part B). The notes are
self-explanatory. However directors would like to inform you that
i) Regarding Non provision for interest due to banks, the directors are
of view that as the company is preparing a rehabilitation scheme, to be
presented before the Board for Industrial and Financial Reconstruction
and is confident of a favourable restruc- turing package. As such
interest expenses for the year has not been provided.
ii) Regarding receivables outstanding for more than 6 months,
management is trying its best to recover the receivables in full, no
provision has been made.
AUDITORS
The firm of M/s. Shanti Prashad & Co., Chartered Accountants, the
Statutory Auditors of the Company, retire at the conclusion of the
forthcoming Annual General Meeting and being eligible offer themselves
for re-appointment.
PERSONNEL
The employee relations in your company continues to be excellent.
Employee participation in various improvement programs initiated by the
company is encouraging.
PARTICULARS OF EMPLOYEES
Provisions of section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 are not applicable
since there are no employees drawing remuneration exceeding limits
prescribed therein.
COMPLIANCE CERTIFICATE
The Company has optained the Compliance Certificate pursuant to 383A of
the Companies Act, 1956 from a Practicing Company Secretary.
ACKNOWLEDGEMENT
Your Directors are grateful to the various Government Authorities,
Financial Institutions and Banks, Business Constituents and
Shareholders for their continued co-operation and support to the
Company.
Your Directors also express their deep appreciation of the devoted and
unstinted services tendered by workers, staff and executive at all
levels.
Registered office: For and on behalf of the
C-41, Defence Colony, Board of Directors
New Delhi - 110 024
Date: August 10, 2010 S.K. MALIK
CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2009
The Directors take pleasure in presenting the Twenty Fourth Annual
Report on the operations of your Company together with Annual Audited
Accounts for the year ended 31st March, 2009.
FINANCIAL RESULTS
(Rs. in Lacs)
Current Year Previous Year
Sales 1224.15 807.12
Profit before Financial
Charges & Depreciation (18.41) (49.81)
Less:Financial Charges - -
Less: Depreciation 67.51 67.67
Profit/(Loss) Before tax (85.92) (117.48)
Provision for Tax (.60) (.55)
Profit/(Loss) after tax (86.52) (118.03)
Add : Brought forward
Profit/(Loss) (1952.63) (1834.60)
Less : Income Tax
adjustment/ Prior period - -
Adjustment
Balance Carried to
Balance Sheet (2039.15) (1952.63)
OPERATIONS
The turnover of your Company for the year 2008-09 was Rs.1224.15 lacs
as against Rs.807.12 lacs for the previous
year, registering an growth of 52% over previous year. The company is
trying to shift its business to Lighting Electronics
It has developed various products for Osram India Pvt Ltd, subsidiary
of Seimens AG and has started supplies in this year.
DIVIDEND
Your directors regret their inability to propose any dividend in view
of the loss for the year under review.
CURRENT YEARS PERFORMANCE
The Company is focusing on Lighting Electronic business. In the 1st
quarter ending June 09 the Company has done sale of Rs.501.68 lacs
compared to Rs.215.60 lacs for the corresponding period last year,
registering an growth of 133% over previous period. Company is trying
its best to turn around.
RESEARCH 8, DEVELOPMENT CENTRE
The Research and Development centre of your Company has been providing
useful support towards developing of new products and improving quality
of existing products. We have successfully developed many products in
Lighting Electronic Industry which has been approved by International
Certification Laboratory of Osram.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO
The detailed information as required Under Section 217(1) (e) of the
Companies Act, 1956 read with Companies (disclosure of particulars in
report of the Board of Directors) Rules 1988, is enclosed as per
Annexure-I.
DIRECTORS
Shri Hamidulla Khan will retire at the ensuing Annual General Meeting
and being eligible, offer themselves for reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
In pursuance of Section 217(2AA) of the Companies act, 1956, the
Directors would like to assure the Members that the
financial statements for the year under review, confirm in their
entirety to the requirements of the Companies Act, 1958
The Directors confirm:
1 that in the preparation of the annual accounts the applicabale
accounting standards had been followed along with proper explanation
relating to material departure.
2. that the directors had selected such accounting policies and
applied them consistently and made judgements 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 2009 and of
the profit or loss of the company for that period:
3. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
4. that the directors had prepared the Annual Accounts on a going
concern basis
CORPORATE GOVERNANCE
In compliance with the clause 49 of the Listing Agreement with the
Stock Exchange(s), the Board had constituted / reconstituted the
following Committees:
Audit Committee
Shareholders Grievance Committee
These Committees met regularly during the year & assisted the Board in
fulfilling the responsibilities towards Shareholders relating to
Corporate Governance. A detailed Corporate Governance Report is annexed
as Annexure III.
The Auditors Certificate of compliance with the requirements of
Corporate Governance is attached to the report on Corporate Governance.
A Certificate has been given by the Chairman & Managing Director to the
Board, as per requirement of Clause 49 (V) of the Listing Agreement."
REFERENCE TO BIFR
The companys case came up for hearing with Honorable.Board for
Industrial & Financial Reconstruction (BIFR) on 4th April, 2006 . The
Company was declared Sick and Bank of India has been appointed as
Operating Agency to work out a Rehabilitation Plan and submit the same
to the Honorable BIFR. The Company has its Submitted Rehabilitation
Package to Banks.
AUDITORS OBSERVATIONS
The Auditors in their report have invited attention on Point No. 8 & 9
of Notes on Accounts-Schedule O (Part B). The notes are
self-explanatory. However directors would like to inform you that
i) Regarding Non provision for interest due to banks, the directors are
of view that as the company is preparing a rehabilitation scheme, and
presented of the same to the Banks, which shall be presented before the
Board for Industrial and Financial Reconstruction company is confident
of approval of a favourable restructuring package. As such interest
expense for the year has not been provided
ii) Regarding receivables outstanding for more than 6 months,
management is trying its best to recover the receivables and has
recovered Rs.131 Lacs during the year 2008-09 It is hopeful to recover
the balance amount and hence, no provision has been made.
AUDITORS
The firm of M/s. Shanti Prashad & Co., Chartered Accountants, the
Statutory Auditors of the Company, retire at the conclusion of the
forthcoming Annual General Meeting and being eligible offer themselves
for re-appointment.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits during the year.
PERSONNEL
The employee relations in your company continues to be excellent.
Employee participation in various improvement programs initiated by the
company is encouraging.
PARTICULARS OF EMPLOYEES
Provisions of section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules. 1975 are not applicable
since there are no employees drawing remuneration exceeding limits
prescribed therein.
STATEMENT OF PARTICULARS UNDER SECTION 217(1)(E) OF THE COMPANIES ACT,
1956 FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31 ST
MARCH, 2009.
ACKNOWLEDGEMENT
Your Directors are grateful to the various Government Authorities,
Financial Institutions and Banks,Business Constituents and Shareholders
for their continued co-operation and support to the Company.
Your Directors also express their deep appreciation of the devoted and
unstinted services tendered by workers,staff and executive at all levels.
Registered office:
C-41,Defence Colony,
New Delhi-110 024
Date:July 31,2009
For and on behalf of the
Board of Directors
S.K.MALIK
CHAIRMAN & MANAGING DIRECTOR