Home  »  Company  »  Premier Polyfilm  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Premier Polyfilm Ltd.

Mar 31, 2014

Dear members,

The Directors present the Twenty Second Annual Report together with Audited Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS (Rs. In Lacs)

Particulars For the year ended For the year ended 31st March, 2014 31st March, 2013

Sales & Other Income 9,024 7,994

Operating profit before 578 613 providing for Interest & Depreciation

Less :

Interest 96 112

Depreciation 154 250 179 291

Net Profit before taxation 328 322

Less :

Tax Expenses

Current tax 141 66

(-) Mat Credit Entitlement 67 74 -- 66

Deffered tax (39) 66

Net Profit after tax 293 190

Basic and diluted earning per share 1.40 0.91

Face value per equity Share 5.00 5.00

OPERATIONS

During the period under review your company produced 12,478 M.T. of PVC flooring, Sheetings, Films etc. as against 12,034 M.T. produced during the previous year, achieving a capacity utilization of 77.02 % as compared to around 74.28% in the previous year. The Company could achieve higher capacity utilization but for depressed demand for products due to current recession.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane. Bureau of Indian Standards has granted BIS certification Mark ISI for Unbacked Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide ISO No. 3462:1986.

FUTURE PROSPECTS

Despite facing tough competition from imported finished goods, the products of your company are well received in the market and the market will not be a constraint. Kotak Mahindra Bank Limited has also sanctioned and disbursed enhanced Working Capital Facilities and Term Loan to the company. There is no shortage of working capital facilities. Barring unforeseen circumstances, your company expects to do well in future.

NEW PROJECT

The Company plans to establish another factory at its industrial plot at Sikandrabad Industrial Area, Sikandrabad, District Bulandshahr (UP) to manufacture 4500 M.T. per annum of Soft Touch Cushion type of Artificial PVC Leather cloth, PVC Sheetings and Films, Knitted Fabric etc. at this unit annually. The cost of the project is estimated at Rs. 1,550 Lacs which will be met by Unsecured Loan from promoters and internal accruals amounting to Rs. 700 Lacs and balance amounting to Rs.850 Lacs from a Term Loan from Bank(s) . This unit will generate additional profits for the company.

DIVIDEND

Due to inadequacy of distributable cash, the Directors of your company are unable to recommend any Dividend for the year 2013-14.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:-

(I) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

(II) That your Directors have selected such accounting policies and applied them consistently and made judgment 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 and of the profit or loss of the company for that period.

(III) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities.

(IV) That your Directors have prepared the annual accounts on a going concern basis.

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 134(3) (m) of the Companies Act, 2013, are annexed as Annexure ''I''

AUDITORS

The Auditors M/s De & Bose, Chartered Accountants, Auditors of the company retire at the ensuing Annual General Meeting and are eligible for reappointment.

COST AUDITORS

M/s Cheena & Associates , Cost Accountants, were appointed as Cost Auditor of the company for the financial year 2013-2014.

DIRECTORS

All the three independent Directors of the Company i.e. Shri Jaspal Singh Marwah, Shri Manoj Kumar Gupta and Shri Kamlesh Kumar Sinha, are being appointed/reappointed for a fixed term/tenure of five years to hold office of independent director upto 31-03-2019.

Shri Amitabh Goenka, Director of your Company, is being made from non rotational to director liable to retire by rotation so as to comply with the condition of Section 152(6) of the Companies Act,2013.

Shri S P Jain, Director of your Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

In terms of Clause 49 of the Listing Agreement notes on Director''s seeking appointment/re-appointment are given in Annexure "II" and are forming part of the Directors'' Report to the Members.

PARTICULARS OF EMPLOYEES

None of the employees of your company is covered Under Section 217(2)(A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

STOCK EXCHANGES

The equity shares of your company are listed at the Stock Exchanges as per details given in the Annexure "III" and forming part of Directors'' Report to the Members. The equity shares of the company are traded at these Stock Exchanges.

CORPORATE GOVERNANCE

In terms of Clause 49 of The Listing Agreement, a report on The Corporate Governance alongwith a certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure "IV" and Annexure "VI" respectively and is forming part of Directors'' Report to the Members.

CEO CERTIFICATE

Shri Amar Nath Goenka, Managing Director of the Company, is CEO of the Company. In Terms of Clause 49 of The Listing Agreement a certificate with regard to Compliance with The Code of Conduct by the Board Members and Senior Management Personnel for the year ended 31st March,2014 duly signed by the CEO has been included in the Annual Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

In Terms of Clause 49 of The Listing Agreement notes on Management Discussions and Analysis Report is given in Annexure "V" and forming part of the Director''s Report.

INDUSTRIAL RELATIONS :

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 58(A) of the Companies Act,1956.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the whole hearted Co-operation received by the Company from Central and State Government, Kotak Mahindra Bank Limited and other Government Agencies and look forward to their continuing support. The Directors also record their appreciation for the sincere efforts put in by the employees of the Company at all levels.

For & on Behalf of the For & on Behalf of the BOARD OF DIRECTORS BOARD OF DIRECTORS

Sd/- Sd/-

Place : New Delhi (AMAR NATH GOENKA) (JASPAL SINGH MARWAH) Date : 27/05/2014 CHAIRMAN DIRECTOR


Mar 31, 2013

The Directors present the Twenty First Annual Report together with Audited Accounts for the year ended on 31st March,2013.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars For the year ended For the year ended 31st March, 2013 31st March, 2012

Sales & Other Income 7994 7,016

Operating profit before providing for 613 514

Interest & Depreciation

Less :

Interest 112 89

Depreciation 179 291

185 274

Net Profit before taxation 322 240

Less :

Tax Expenses ''

Current tax 66 49

Deffered tax 66

Net Profit after tax 190 191

Balance brought forward from previous year 103 (88)

Balance carried to Balance sheet 293 103

Basic and diluted earning per share 0.91 0.91

Face value per equity Share 5.00 5.00

OPERATIONS

During the period under review your company produced 12,034 M.T. of PVC flooring, Sheetings, Films etc. as against 12,242 M.T. produced during the previous year, achieving a capacity utilization of 74.28 % as compared to around 75.57% in the previous year. The Company could achieve higher capacity utilization but for depressed demand for products due to current recession.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring. Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane. Bureau of Indian Standards has granted BIS certification Mark ISI for Unbacked Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide ISO No. 3462:1986.

FUTURE PROSPECTS

Despite facing tough competition from imported finished goods, the products of your company are well received in the market and the market will not be a constraint after present recession is over. Kotak Mahindra Bank Limited has also sanctioned and disbursed Working Capital Facilities and Term Loan to the company

and there is no shortage of working capital facilities. Barring unforeseen circumstances, your company expects to do well in future.

DIVIDEND

Due to inadequacy of distributable cash, the Directors of your company are unable to recommend any Dividend forthe year 2012-13.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the CompaniesAct, 1956, your Directors state:-

(I) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

(II) That your Directors have selected such accounting policies and applied them consistently and made judgment 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 and of the profit or loss of the company for that period.

(III) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities.

(IV) That your Directors have prepared the annual accounts on a going concern basis

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 217(1 (e) of the CompaniesAct, 1956, are annexed as Annexure T

AUDITORS

The Auditors M/s De & Bose, Chartered Accountants, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS

Shri Kamlesh Kumar Sinha and Shri S P Jain Directors of your company , retire by rotation at the ensuing Annual General Meeting and being eligible, offerthemselvesfor reappointment.

Shri Amitabh Goenka, Executive Director of the company, will retire on 31 -10-2013. The Board of Directors of the company in their Meeting held on 18-05-2013 has reappointed him for another term of three (3) years with effect from 01 -11 -2013. The Remuneration Committee has not recommended any increase in basic salary on reappointment of Shri Amitabh Goenka as Executive Director. However, salary scale was recommended to be revised to Rs.70,000/- - Rs.1,50,000/- which was approved by the Board of Directors, on the recommendation of Remuneration Committee, in their Meeting held on 18-05-2013 subject to approval by the Members of the company in the ensuing Annual General Meeting.

In terms of Clause 49 of the Listing Agreement notes on Director''s seeking appointment/re-appointment are given in Annexure "Wand are forming part of the Directors'' Report to the Members.

PERSONNEL

None of the employees of your company is covered Under Section 217(2)(A)of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

STOCK EXCHANGES

The equity shares of your company are listed and Traded at the Stock Exchanges as per details given in the

Annexure "III" and forming part of Directors'' Report to the Members.

NATIONAL SECURITIES DEPOSITORY LIMITED (NSDL) AND CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED (CDSL)

ISIN Number of company is INE309M01012 which has been alloted by both NSDL & CDSL to the company.

CORPORATE GOVERNANCE

In terms of Clause 49 of The Listing Agreement, a report on The Corporate Governance alongwith a certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure "IV" and Annexure "VI" respectively and is forming part of Directors'' Report to the Members.

CEO/CFO CERTIFICATE

The Managing Director of the Company is also CEO/CFO of the Company. In Terms of Clause 49 of The Listing Agreement a certificate with regard to Compliance with The Code of Conduct by the Board Members and Senior Management Personnel for the year ended 31s'' March,2013 duly signed by the Chairman has been included in the Annual Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

In Terms of Clause 49 of The Listing Agreement notes on Management Discussions and Analysis Report is given in Annexure "V''and forming part of the Directors'' Report.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSIT

The Company has not invited or accepted deposits from the public covered under section 58A of the Companies Act,1956.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the whole hearted Co-operation received by the Company from Central and State Governments, Kotak Mahindra Bank Limited and other Government Agencies and look forward to their continuing support. The Directors also record their appreciation for the sincere efforts put in by the employees of the Company at all levels.

For & on Behalf of the BOARD OF DIRECTORS

Sd/-

Place : New Delhi (AMAR NATH GOENKA)

Date :18/05/2013 CHAIRMAN


Mar 31, 2012

The Directors present the Twentieth Annual Report together with Audited Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS (Rs. In Lacs)

Particulars For the year ended For the year ended 31s' March, 2012 31s' March, 2011

Sales & Other Income 7016 5,993

Operating profit before providing for 514 361 interest & Depreciation Less :

Interest 89 65

Depreciation 185 274 181 246

Net Profit before taxation 240 115 Less :

Provision for taxation 49 24

Net Profit after tax 191 91 Add:

Excess provision for Sales tax written back - 22 Less :

Damages to ESI dues - 15

Balance brought forward from previous year (88) (186)

Balance carried to Balance sheet 103 (88)

Basic and diluted earnings per share 0.91 0.43

Face value per equity Share 5.00 5.00

OPERATIONS

During the period under review your company produced 12,242 M.T. of PVC flooring, Sheeting's, Films etc. as against 10,656 M.T. produced during the previous year, achieving a capacity utilization of 75.57 % as compared to around 65.78% in the previous year. The Company could achieve higher capacity utilization but for present depressed demand for products due to current recession both in domestic and foreign markets.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane. Bureau of Indian Standards continue to grant BIS certification Mark ISI for Unbaked Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide ISO No. 3462:1986.

FUTURE PROSPECTS

Despite facing tough competition from imported finished goods, the products of your company are well received in the market and the market will not be a constraint after present recession is over. Kodak Mahindra Bank Limited has also sanctioned and disbursed Working Capital facilities and term Loan to the company for its working capital needs. Barring unforeseen circumstances, your company expects to continue progress.

DIVIDEND

Due to previous years' carried over Losses incurred by the company, the Directors of your company are unable to recommend any Dividend for the year 2011-12.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:-

(I) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

(II) That your Directors have selected such accounting policies and applied them consistently and made judgment 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 and of the profit or loss of the company for that period.

(III) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities.

(IV) That your Directors have prepared the annual accounts on a going concern basis

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 217(1)(e) of the Companies Act, 1956, are annexed as Annexure "I"

AUDITORS

The Auditors M/s De & Bose, Chartered Accountants, Auditors of the company retire at the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS

Shri Jaspal Singh Marwah and Shri Manoj Kumar Gupta Directors of your company , retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Shri Amar Nath Goenka, Managing Director of the company of the company , will retire on 17/02/2013 as Managing Director of the Company. The Board of Directors of the company in their Meeting held on 30/05/2012 has reappointed him for another term of 5 (Five) years at a remuneration as stated in detail in the Notice convening 20th Annual General Meeting subject to Shareholders' approval.

Shri S P Jain, Executive Director of the company of the company, will retire on 31/03/2013. The Board of Directors of the company in their Meeting held on 30/05/2012 has reappointed him for another term of 3 (Three) years at a remuneration as stated in detail in the Notice convening 20th Annual General Meeting subject to Shareholders' approval.

In terms of Clause 49 of the Listing Agreement notes on Directors seeking appointment/re-appointment are given in Annexure "II" and are forming part of the Directors' Report to the Members.

PERSONNEL

None of the employees of your company is covered Under Section 217(2)(A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

NATIONAL SECURITIES DEPOSITORY LIMITED (NSDL) AND CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED (CDSL)

Both NSDL and CDSL have allotted ISIN No. to your company which is appended below :

ISIN NO. INE309M01012

STOCKEXCHANGES

The equity shares of your company are listed at the Stock Exchanges as per details given in the Annexure "III" and forming part of Directors' Report to the Members. The trading of equity shares has commenced at Bombay Stock Exchange Limited(BSE).

The company has already complied with all the formalities of National Stock Exchange of India Limited (NSE) and we hope trading would commence soon at NSE .

CORPORATE GOVERNANCE

In terms of Clause 49 of The Listing Agreement, a report on The Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure "IV" and is forming part of Directors' Report to the Members.

CEO/CFO CERTIFICATE

The Managing Director of the Company is also CEO and CFO of the Company. In Terms of Clause 49 of The Listing Agreement a certificate with regard to Compliance with The Code of Conduct by the Board Members and Senior Management Personnel for the year ended 31st March,2012 duly signed by the Managing Director has been included in the Annual Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

In Terms of Clause 49 of The Listing Agreement notes on Management Discussions and Analysis Report is given in Annexure "V" and forming part of the Director's Report.

INDUSTRIAL RELATIONS :

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSIT

The Company has not invited or accepted deposits from the public covered under section 58A of the Companies Act,1956.

ACKNOWLEDGMENT

The Directors wish to place on record their sincere appreciation for the whole hearted Co-operation received by the Company from Central and State Governments, Kotak Mahindra Bank Limited and other Government Agencies and look forward to their continuing support. The Directors also record their appreciation for the sincere efforts put in by the employees of the Company at all levels.

For & on Behalf of the

BOARD OF DIRECTORS

Sd/-

Place : New Delhi (AMAR NATH GOENKA)

Date : 30/05/2012 CHAIRMAN


Mar 31, 2010

The Directors present the Eighteenth Annual Report together with Audited Account tor the year ended on 31st March, 2010.

FINANCIAL RESULTS (Rs. IN LACS)

Particulars For the year ended For the year ended 31st March, 2010 31st March, 2009

Sales & Other Income 5543 8308

Operating profit before providing for 350 469

interest & Depreciation

Less:

Interest 51 51

Depreciation 176 227 172 223

Net profit before taxation 123 .246

Less:

Provision for taxation

Fringe Benefit Tax - 4

Net profit after tax 123 242

Add:

Interest payable to banks and Financial Institute - 2126

Written back

Loan payable to banks and Financial Institute - 1075

Written back

Credit balance - Unsecured Loan written back 1 47

Credit balance - Sundry Creditors written back 91 296

Less:

Interest on Provident Fund and ESI dues - 30

Balance brought forward from previous year (401) (4157)

Balance carried to Balance sheet (186) (401)

Basic and diluted earning per share 0.59 0.58

Face value per equity Share 5.00 2.50

OPERATIONS

During the period under review your company produced 9598 M.T. of PVC flooring, Sheetings, Films etc. as against 9871 M.T. produced during the previous year, achieving a capacity utilization of 59% as compared to around 61% in the previous year. The Company could achieve higher capacity utilization but for non availability of Working Capital Facility from Banks and present depressed demand for products due to current recession.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2000 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane.

Bureau of Indian Standards has granted BIS certification Mark ISI for Unbacked Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide ISO No. 3462:1986.

FUTURE PROSPECTS

Despite facing tough competition from imported finished goods, the products of your company are well received in the market and as such market will not be a constraint after present recession is over. Barring unforeseen circumstances, your company expects to do well in future.

DIVIDEND

Due to previous years carried over Losses incurred by the company, the Directors of your company are unable to recommend any Dividend for the year 2009-10.

REFERENCE TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR)

The "NETWORTH" of the company has turned positive. However, your company continuous to be under the purview of BIFR. The approved Scheme of Rehabilitation is under implementation.

ALTERATION IN FACE VALUE OF EQUITY SHARES

Pursuant to the resolution passed by the Shareholders of the company in the 17th Annual General Meeting held on 21/08/2009, the company had changed face values of equity shares from existing Rs. 2.50/- per equity shares to Rs. 5.00/- per equity shares by consolidating the existing equity shares and issue 1(One) equity share for 2 (two) equity shares held by a shareholder. Fractional Share resulting from this consolidation have been transferred to a nominee of the Board of Directors of the Company who shall sell these fractional share on behalf of the shareholders and distribute money so realized after deducting therefrom the expenses incurred on such sale and distribution. This will be done after commencement of trading of the equity shares at National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:-

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) That your Directors have selected such accounting policies and applied them consistently and made judgment 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 and of the profit or loss of the company for that period.

(iii) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities.

(iv) That your Directors have prepared the annual accounts on a on going concern basis.

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 217(1)(e) of the Companies Act, 1956, are annexed as annexure I

AUDITORS

The Auditors M/s De & Bose, Chartered Accountants, Auditors of the company retire at the ensuing Annual General Meeting and are eligible for reappointment.

REPLY OF THE BOARD TO AUDITORSS REPORT

AUDITORS COMMENTS

4. There was a liability to the tune of Rs. 67.32 lacs consisting of a demand of Rs. 37.94 lacs by P.F. Department and Rs. 29.38 lacs by ESIC Department on account of damages. The profit of company would reduced by Rs. 67.32 lacs if the damages are not waived.

9.b The disputed Statutory dues of Sales Tax as at 31st March, 2010 have not been deposited on account of matters pendng before appropriate authority.

REPLY OF THE BOARD

Both EPF and ESIC Acts provide for waiver upto 100 percent of damages. PF Department has already recommended for 100 percent waiver of damages. In the case of ESIC the matter is under consideration. The Honble BIFR has passed directions to these authorities to consider waiver of damages. In case the damages are not waived off fully or partially by the concerned authorities, the liability will be provided in the relevant year.

The company will make payments once the matter is decided by the appropriate authorities and as per sanctioned Scheme of Rehabilitation.

DIRECTORS

Shri Jaspal Singh Marwah and Shri Manoj Kumar Gupta Directors of your company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Shri Amitabh Goenka was appointed as an Additional Director of the company upto the ensuing Annual General Meeting by the Board of Directors in their Meeting held on 27/01/2010. It is now proposed to appoint him Director liable to retire by rotation. Shri S. P. Jain is being reappointed as an Executive Director of the Company for three years with effect from 01/04/2010 as per details of salary and perquisites and terms of appointment given in the Notice of the ensuing Annual General Meeting.

PERSONNEL

None of the employees of your company is covered Under Section 217(2)(A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

STOCK EXCHANGES

The equity shares of your company are listed at the Stock Exchange as per details given in the Annexure "II" and forming part of Directors Report to the Members. The trading of equity shares were suspended due to non payment of listing fee. The company could not pay listing fee due to cash crunch and sickness. The company has already paid Listing fee and submitted documents for Listing of equity shares issued and allotted by the company pursuant to the orders of Honble BIFR with BSE and had requested BSE to revoke suspension of trading of equity shares of the company at their stock exchange.

However, trading of equity shares at NSE has been suspended for want of non payment of Listing fee and non completion of procedure. The company has already sent documents of non compliance and also requested NSE to allow trading of our equity shares.

You company has appointed M/s Beetal Financial & Computer Services Private Limited, New Delhi as RTA. Till date the shares of your company could not be dematerialization for want of the "Capital Certificate" from the Stock Exchanges and ISIN number from NSDL and CDSL.

CORPORATE GOVERNANCE

The matters relating to Corporate Governance and Statutory Auditors Certificate are as per details given in Annexure "III" and are forming part of Directors Report to the members.

ACKNOWLEDGMENT

The Directors wish to place on record their sincere appreciation for the whole hearted Co-operation received by the Company from the Honble Board for Industrial and

Financial Reconstruction (BIFR),

Central and State Government, Syndicate Bank and other Government Agencies, and look forward to their continuing support.

The Directors also record their appreciation for the sincere efforts put in buy the employees of the Company at all levels.

For & on Behalf of the

BOARD OF DIRECTORS

Sd/-

Place : New Delhi (AMAR NATH GOENKA)

Date : 21-06-2010 CHAIRMAN





 
Subscribe now to get personal finance updates in your inbox!