Mar 31, 2011
Dear Shareholders,
The Directors have the pleasure in presenting their 22nd Annual Report
of the Company and the Audited Accounts for the financial year ended
31st March, 2011.
FINANCIAL HIGHLIGHTS (Rs. in Lacs)
Year Ended Year Ended
31stMarch,2011 31st March, 2010
Turnover & Other Income 1094.76 8.47
Profit/(Loss) before 202.71 (196.89)
Interest, Depreciation
& Extraordinary Item
Interest & finance charges 1332.84 1184.79
Profit/(Loss) before
Depreciation 1130.13 (1381.68)
Depreciation 223.02 227.87
Profit/(Loss) before Taxation (1353.15) (1609.55)
Provision for Tax
Current Tax à Ã
Deferred Tax à Ã
Profit/(Loss) after Taxation (1353.15) (1609.55)
Add : Balance Profit/
(Loss) brought forward
from last year (10030.52) (8420.97)
Balance carried forward
to Balance Sheet (11383.67) (10030.52)
DIVIDEND
In view of operational loss incurred during the year, your Directors
regret their incapability to declare payment of dividend on equity
shares with respect to the year under review.
PERFORMANCE
During the year under review, owing to suspension of factory operations
and order constraints till October 2010, your Company suffered huge
operating losses during the period of suspension. Your Company in
September 2010 succeeded in procuring orders from the Ministry of
Health & Family Welfare (MHFW), Government of India (GOI). Factory
operations has resumed w.e.f. 01.11.2010 after receipt of orders from
the MHFW. Performance during the year showed some signs of recovery.
During the year ended March, 31, 2011, the turnover of the Company has
increased to Rs.1085.67 lakhs as against Rs.2.73 lakhs only registered
by the Company in the last fiscal. Notwithstanding the loss suffered
upto 31st October, 2010, the Company has posted an operating profit
before interest and depreciation (EBIDTA) Rs.202.71 lakhs in the entire
year against operating loss of Rs.196.89 lakhs in the last fiscal.
DOMESTIC MARKET
During the year ended March 31, 2011 your Company has been able to
execute GOI order of the value of Rs.1075 lakhs. Your Company expects
to receive orders on a continual basis from them in the coming years.
INTERNATIONAL MARKET
During the year under review, owing to steep rise in prices of
indigenous input costs your Company was unable to participate in
international tenders.
QUALITY
During the year under review, your Company received orders of the value
of Rs.1075 lakhs from the Ministry of Health and Family Welfare (MHFW),
Government of India. Factory operations resumed on November 1, 2010.
Your Company conforms to good quality maintenance practices.
LONG TERM DEBTS
During the year your Company could not repay any loan installment to
Stressed Asset Stabilisation Fund (SASF) and Industrial Investment Bank
of India (IIBI) owing to increased working capital requirements. The
Company has submitted proposal for One-Time Settlement (OTS) in
December 2010 to all the secured creditors.
DIRECTORS
Under Article 116 of the Articles of Association of the Company, Prof.
Madhu S. Misra and Mr. V.P. Jain will retire by rotation at the ensuing
Annual General Meeting and, being eligible, offer themselves for re-
appointment.
One of the Directors, Mr. Uma Shankar Sanganeria has resigned on May
15,2011. The Board of Directors placed on record their sincere
appreciation for the valuable guidance and contribution made to the
Company by Mr..Sanganeria during his respective tenure.
CORPORATE GOVERNANCE
Your Company reaffirms to maintain good Corporate Governance practices.
With the purpose of appropriate and timely implementation of the
Corporate Governance framework, the Ministry of Corporate Affairs has
incorporated certain provisions in the Companies Bill 2009. The
Ministry has issued a set of Voluntary Guidelines in the second half of
December, 2009 for adoption by the companies. The Guidelines generally
outline the conditions for constitution of Nomination Committee,
appointment of Directors (including Independent Directors), guiding
principles to remunerate Directors, responsibilities of the Board, Risk
Management, the enhanced role of Audit Committee, rotation of audit
partners and firms and conduct of secretarial audit. Your Company has
initiated appropriate action in compliance thereof to the extent viable
keeping in view the current position of the Company's business
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.
A certificate from the Auditors of the Company ensuring proper
compliance with the conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement is attached to this Report.
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.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 (the Act) with respect to Directors' Responsibility
Statement, it is hereby confirmed :
a) That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2011, the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended 31st
March, 2011 and of the profit or loss of the Company for that financial
year.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) That the Directors have prepared the Annual Accounts for the
financial year ended 31 st March, 2011 on a 'going concern' basis
AUDITORS' REPORT & AUDITORS OBSERVATIONS
Regarding Auditors' observation in point 4(i) of the main report, your
Directors wish to clarify that the Company is in the process of
compiling information with regard to suppliers covered under Micro,
Small and Medium Enterprises Development Act, 2006. In absence of
detailed information from the vendors the disclosure as required in
Section 22 of said Act could not be given in these accounts. In regard
to Auditors' observation in point 4(H) the Company has been providing
interest @ 11.5 % p.a. on the loan due from IIBI in terms of the
sanction letter dated 26.02.2002. However, as per notice received in an
earlier year, IIBI had also claimed payment of liquidated damages,
penal interest and additional interest amounting to Rs. 116.33 lacs. As
disposal of the application is pending, such amounts have not been
provided in the books. No further notice has been received from IIBI
for any claim of liquidated damages & penal interest during the year
and as such the amount cannot be quantified. In regard to Auditors'
observation in point 4(iii) the Company is in the process of obtaining
confirmation in respect of balances lying under advances, sundry
debtors and sundry creditors. In regard to Auditors' observation in
point no. 9(a) the Company could not pay the arrear Statutory Dues
amounting to Rs. 167.55 lacs owing to huge losses due to lack of
operations during the year. Regarding Auditors' observation in point
no. 11 of the Annexure to Auditors' Report for non repayment of loan
installments to Industrial Investment Bank of India (IIBI) and Stressed
Assets Stabilisation Fund (SASF), your Directors wish to clarify that
the Company in view of liquidity constraint consequent to pressing
working capital requirements on resumption of factory operations
subsequent to receipt of supply orders from MHFW, GOI, the Company
could not repay the installments to IIBI, SASF and International Assets
Reconstruction Company Limited (IARC). With regard to other
observations made in the Auditors' Report, the Notes on the Accounts
are self explanatory and hence no further clarification is required.
AUDITORS
The Auditors, M/s. L.B. Jha & Co. hold office till the conclusion of
the ensuing Annual General Meeting and being eligible, offer themselves
for re-appointment. The Company has received a letter from M/s. L.B.
Jha & Co. to the effect that their re-appointment as Auditors, if made,
would be within the limits under Section 224(1 B) of the Act. The
Members are requested to appoint Auditors for the current year at the
Annual General Meeting and to authorize the Board of Directors to fix
their remuneration to be mutually agreed upon between the Board and the
Auditors.
PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNING AND OUTGO
The particulars as prescribed under sub-section 1(e) of Section 217 of
the Act, read with Rule 2 of the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, is annexed hereto as
Annexure -1 to the Directors' Report.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 (the Act), read with the Companies (Particulars of
Employees) Rules, 1975, as amended, regarding employees is given in
Annexure It to the Directors' Report.
INDUSTRIAL RELATIONS
The overall relation of the Company with its employees and workmen
remained healthy throughout the year. The factory operations resumed on
November 1, 2010 owing to receipt of orders from the Ministry of Health
& Family Welfare, Government of India.
SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS
As required under Accounting Standard 21 (AS 21) and Clause 32 of the
Listing Agreement, the Audited Financial Statements of the Parent
Company and the Subsidiary Company has been consolidated and such
Consolidated Financial Statements for the year ended 31.03.2011
alongwith the Auditors' Report thereon are annexed hereto and the same
form part of this Annual Report.
FIXED DEPOSITS
The Company has not accepted any fixed deposit during the year under
review.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
paramount support and cooperation extended to the company by its
Shareholders, Depositors, Banks & Financial Institutions, Investors,
Suppliers, Dealers and all other Government Agencies including the
Board for Industrial & Financial Reconstruction (BIFR). Your Directors
also wish to place on record their deep sense of appreciation of the
diligent, dedicated and creditable performance of the employees at all
levels that constitute the most valuable asset of the Company.
For and on behalf of the Board of Directors
ANIL AGARWAL
Chairman & Managing Director
Kolkata, 11th August, 2011.
Mar 31, 2010
The Directors present their Twenty-first Annual Report of the Company
and the Audited Accounts for the financial year ended 31st March, 2010.
FINANCIAL HIGHLIGHT
(Rs. in Lacs)
Year Ended Year Ended
31st March, 2010 31st March, 2009
Turnover & Other Income 8.47 144.30
Profit/ (Loss) before Interest,
Depreciation & Extraordinary Item (196.89) (908.86)
Interest & finance charges 1184.79 387.48
Profit/(Loss) before Depreciation (1381.68) (1296.34)
Depreciation 227.87 232.97
Profit/(Loss) before
Extraordinary Item (1609.55) (1529.31)
Extraordinary Item - (4400.16)
Profit / (Loss) after
Extraordinary Item (1609.55) (5929.47)
Provision for Tax
- Current Tax - 2.98
- Deferred Tax Reversal - 860.58
Profit/(Loss) after Taxation (1609.55) (6793.03)
Add : Balance Profit/(Loss)
brought forward from last year (8420.97) (1627.94)
Balance carred forward to Balance Sheet (10030.52) (8420.97)
DIVIDEND
In view of operational loss incurred during the year, your Directors
regret their incapability to declare any payment of dividend on shares
with respect to the year under review.
PERFORMANCE
During the year ended 31ST March, 2010, the turnover of the Company has
dropped to Rs. 2.73 lakhs only as against Rs.25.71 lakhs registered by
the Company in the last year. Losses during the year are due to
suspension of factory operation leading to no capacity utilization in
the absence of Government order and slow down in global economy.
Therefore, performance during the year was not upto the mark and hence
immensely dissatisfactory.
This year MHFW has already floated a tender and the Company has as
usual participated in the tender. The Company is awaiting the final
outcome against the said participation.
DOMESTIC MARKET
During the year under review, your Company could not execute any order
owing to non-receipt of orders from Ministry of Health and Family
Welfare (MHFW), Government of India. Your Company looks forward to
receiving orders of higher quantities from them in the current year.
INTERNATIONAL MARKET
Your Company could not assertively participate in international tenders
as the sharp rise in the indigenous input costs leaves barely any
profit margin in the global tender business.
REFERENCE TO BIFR
The company has submitted a reference u/s 15(1) of Sick Industrial
Companies (Special Provisions) Act, 1985 alongwith application in Form
A with all enclosures to Board for Industrial & Financial
Reconstruction (BIFR), New Delhi on 08.10.2009. BIFR in the hearing
held on 21.01.2010 after considering the deliberations of various
interested parties declared the company as a sick company pursuant to
section 15(1) of Sick Industrial Companies (Special Provisions) Act,
1985. BIFR has appointed Stressed Assets Stabilization Fund (SASF),
Mumbai as the operating agency. The Company will prepare the
rehabilitation scheme immediately after receiving supply order from
Ministry of Health & Family Welfare (MHFW), Government of India and
submit the same to the operating agency for final submission to BIFR
for its consideration and final approval.
QUALITY
Owing to non-release of orders from the Government of India the
management has declared suspension of factory operations on November 9,
2008 which is still continuing. Hence, no question regarding
maintenance of quality of Companys products arises.
LONG TERM DEBTS
During the year your Company could not repay any loan installment to
Stressed Asset Stabilisation Fund (SASF) and Industrial Investment Bank
of India (IIBI) owing to huge operating losses.
DIRECTORS
Under Article 116 of the Articles of Association of the Company, Mr.
V.P. Jain and Dr. Gora Ghose will retire by rotation at the ensuing
Annual General Meeting and, being eligible, offer themselves for
re-appointment.
Mr. R.K. Basu, Director has resigned from the services of the Company
with effect from 14.01.2010. The Board placed on record its deep sense
of appreciation for the contribution made by Mr. Basu during his short
tenure as Director of the Company.
Mr. Uma Shankar Sanganeria has been appointed as an Additional Director
with effect from 27th January, 2010. He shall hold office till the
conclusion of the ensuing Annual General Meeting. The Company has
received a notice under Section 257 of the Companies Act, 1956 for his
candidature.
CORPORATE GOVERNANCE
Your Company is committed to uphold good Corporate Governance
practices. With the purpose of intensification of the Corporate
Governance framework, the Ministry of Corporate Affairs has
incorporated certain provisions in the Companies Bill 2009. The
Ministry has issued a set of voluntary guidelines in the second half of
December, 2009 for adoption by the companies. The Guidelines generally
outline the conditions for constitution of nomination committee,
appointment of Directors (including Independent Directors), guiding
principles to remunerate Directors, responsibilities of the Board, Risk
Management, the enhanced role of Audit Committee, rotation of audit
partners and firms and conduct of secretarial audit. Your Company is
about to initiate appropriate action for compliance thereof.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.
A certificate from the Auditors of the Company conforming compliance
with the conditions of Corporate Governance as stipulated under Clause
49 of the Listing Agreement is attached to this Report.
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.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 (the Act) with respect to Directors Responsibility
Statement, it is hereby confirmed :
a) That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2010, the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended 31st
March, 2010 and of the profit or loss of the Company for that financial
year.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) That the Directors have prepared the Annual Accounts for the
financial year ended 31st March, 2010 on a going concern basis.
AUDITORS REPORT & AUDITORS OBSERVATIONS
Regarding Auditors observation in point 4(vi) of the main report, your
Directors wish to clarify that the Company is in the process of
compiling information with regard to suppliers covered under Micro,
Small and Medium Enterprises Development Act, 2006. In absence of
detailed information from the vendors the disclosure as required in
Section 22 of said Act could not be given in these accounts. In regard
to Auditors observation in point 4(vii) the Company is in the process
of obtaining confirmation in respect of balances lying under advances,
sundry debtors and sundry creditors. In regard to Auditors observation
in point 4(viii) the Company has been providing interest @ 11.5% p.a.
on the loan due from IIBI in terms of the sanction letter dated
26.02.2002. However, as per notice received in an earlier year, IIBI
had also claimed payment of liquidated damages, penal interest and
additional interest amounting to Rs. 116.33 lacs. As disposal of the
application is pending, such amounts have not been provided in the
books. No further notice has been received from IIBI for any claim of
liquidated damages & penal interest during the year and as such the
amount cannot be quantified. In regard to Auditors observation in
point no. 9(a) the Company could not pay the arrear Statutory Dues
amounting to Rs.172.10 lacs owing to huge operating cash losses due to
lack of operations during the year. Regarding Auditors observation in
point no. 11 of the Annexure to Auditors Report for non repayment of
loan installments to Industrial Investment Bank of India (IIBI) and
Stressed Assets Stabilisation Fund (SASF), your Directors wish to
clarify that the Company in view of continuing operating cash losses
could not repay the quarterly installments to IIBI and SASF. With
regard to other observations made in the Auditors Report, the Notes on
the accounts are self explanatory and hence no further clarification is
required.
AUDITORS
The Auditors, M/s. L.B. Jha & Co. hold office till the conclusion of
the ensuing Annual General Meeting and being eligible, offer themselves
for re-appointment. The Company has received a letter from M/s. L.B.
Jha & Co. to the effect that their re-appointment as Auditors, if made,
would be within the limits under Section 224(1 B) of the Act. The
Members are requested to appoint Auditors for the current year at the
Annual General Meeting and to authorize the Board of Directors to fix
their remuneration to be mutually agreed upon between the Board and the
Auditors.
PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNING AND OUTGO
The particulars as prescribed under sub-section 1 (e) of Section 217 of
the Act, read with Rule 2 of the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, is annexed hereto as
Annexure -1 to the Directors Report.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 (the Act), read with the Companies (Particulars of
Employees) Rules, 1975, as amended, regarding employees is given in
Annexure II to the Directors Report.
INDUSTRIAL RELATIONS
The relation of the company with its employees and workmen has been
cordial throughout the year. Suspension of factory operations since 9th
November, 2008 which due to non release of orders by Ministry of Health
& Family Welfare (MHFW), Govt, of India from time to time has been
further extended upto 31st July, 2010.
SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS
As required under Accounting Standard 21 (AS 21) and Clause 32 of the
Listing Agreement, the Audited Financial Statements of the Parent
Company and the Subsidiary Company has been consolidated and such
Consolidated Financial Statements for the year ended 31.03.2010
alongwith the Auditors Report thereon are annexed hereto and the same
form part of this Annual Report.
FIXED DEPOSITS
The Company has not accepted any fixed deposit during the year under
review.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation of the
cooperation and assistance received from Shareholders, Depositors,
Banks & Financial Institutions, Investors, Suppliers, Dealers and all
other Government Agencies.
For and on behalf of the Board of Directors
ANIL AGARWAL
Kolkata, 30th July, 2010 Chairman & Managing Director
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