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Directors Report of Raj Irrigation Pipes & Fittings Ltd.

Mar 31, 2014

The Members,

Raj Irrigation Pipes & Fittings Ltd.

The Directors present the 29th Annual Report of the Company along with Audited Statement of Accounts for the year ended 31st March, 2014.

The last financial year of the Company ended on 30th September 2012. But considering the new provisions in the New Companies Act 2013 under section 2(41) mandating all companies to keep the financial year as the period ending on the 31st day of March every year and to bring our company''s financial year at par with other companies and to comply provisions of newly enacted Companies Act, 2013, Company had approached Registrar of Companies, Maharashtra, Mumbai to grant extension of financial year till 31st March 2014 and to hold AGM beyond the statutory period stipulated by the old Companies Act 1956.

Registrar of Companies approved Company''s application for extension of Financial Year and Extension of Annual General Meeting vide its order dated 10/12/2013 & 3/01/2014 respectively.

1. FINANCIAL RESULTS

(Rs. in lakhs)

Period ended Year ended Particulars 31.03.2014 30.09.2012

Sales and Other Income 0 0

Administrative Expenses 9.10 10.19

Profit/(Loss) (6.62) (10.19)

Add : Prior Period Expenses 0 0

Add : Balance of Loss brought forward from previous year (1111.16) (1101.41)

Balance Carried Forward (1118.22) (1111.61)

2. OPERATIONS

The Company had trading operation during the period of 18 months. Although company has generated revenue from operations, but due to administrative expenses the Company incurred a net loss of Rs 26.78 lakhs. The Company is trying to revive its business and is in the process of crystallizing its future plans. The Management is taking its efforts in this regard.

3. DIVIDEND

In the event of the losses during the current financial year your Directors are unable to recommend any dividend.

4. STATUS OF BIFR REFERENCE/ SALES TAX MATTER

The Company was declared a sick Company under SICA by the BIFR on 29.05.2002. The Hon''ble AAIFR, New Delhi had remanded the matter to BIFR by its order dated 5th May,2008 directing the Company to submit an OTS based rehabilitation scheme before BIFR. In its order dated 15.3.2010 the BIFR noted that as the secured creditors have taken action under section 13(4) of the SARFESI Act the reference of the Company stands abated under section 15(1) of the SICA.

The land, building, plant and machinery, electricals, mould & dies etc of the two manufacturing units at Nagpur and Goa have been taken over / disposed off to pay off one time settlement amounts to Secured Creditors, Bank of India and MSFC. Therefore presently there is no production/sale and there are no employees. There is a contingent liability of Rs.481,82,660 arising out of assessments of Sales Tax Department, Nagpur as the department has charged Sales Tax on intermediate product manufactured and sold during the Exemption period ending on 14.09.1991. These demands have been contested by the Company and stay has been granted by Appellate Authorities. Later, the Sponsoring Authority District Industries Center, Nagpur recommended to the Sales Tax Department that the exemption be granted to the Intermediate Products. However the Sales Tax Department, Nagpur rejected the recommendation and even disregarded the advice of Joint Commissioner Sales Tax (HQ) Mumbai to amend the Exemption Certificate. The Company has filed appeal against this rejection before the Sales Tax Tribunal. As stated earlier, the appeals are also pending before the Appellate Authorities. For one of the assessment years, the matter has been referred to the Higher Bench of the Tribunal. The Higher Bench has remanded the matter back to the Bench for proper order. The Company is hopeful to succeed in the Appeals.

5. CORPORATE GOVERNANCE IS ENCLOSED AS ANNEXURE TO THIS REPORT

Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report. Also Certificate on Compliance of Corporate Governance issued by M/s D.S. Momaya & Co., Company Secretaries is annexed to the report.

6. REMUNERATION

The particular of Employees as required under Section 217(2A) of the Companies Act, 1956, is not applicable as the Company does not have any employee.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption are not required to be furnished considering the fact that the Company has sold its plants and not carrying on any manufacturing activity.

8. FOREIGN EXCHANGE EARNING AND OUTGO

The Company has not earned any foreign exchange during the year under review. The Company has not spent any amount in foreign exchange.

9. DIRECTORS :

Further, to bring Board of Directors of the Company in compliance with the new provisions of Companies Act, 2013, the Board has been restructured in the meeting of Board of Directors held on 25th April 2014 wherein Mr. Santosh Kamankar , Mr. Vaibhav Malsane and Mr Vikas Malekar have been re- appointed as the Independent Directors of the Company for the period of five years and Mr. Vishnudayal Sarda has been appointed as Chief Executive Officer as Whole time Key Managerial Personnel and Mr. Damodarlal Ladha has been appointed as Chief Financial Officer & Managing Director as Whole time Key Managerial Personnel. The Board recommends their reappointment.

During the year, Mr. Sharad Vishnudutta Sharma ceased to be the Director of Company due to his sad demise and your Directors express condolence over the same.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby declare:

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

ii) 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 under review and for the profit or loss of the Company for that period;

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

11. FIXED DEPOSITS:

Your Company has not accepted Public Deposits within the meaning of Section 58A of the Companies Act, 1956.

12. AUDITORS AND AUDITORS'' REPORT

M.G. Shouche & Co., who are the Statutory Auditors of the Company, hold office until the conclusion of the Annual General Meeting. Auditors remarks are self explanatory and Company is in continuous chase to settle / disclaim all the liabilities which are disputed and pending in the court of law and also is in process of appointing Internal Auditor so as to establish internal control system in the Company.

Further, Your Directors propose appointment of M.G. Shouche & Co, Chartered Accountants whose appointment as been duly approved by the Audit Committee who shall hold office from the conclusion of this meeting till the conclusion of the sixth annual general meeting, with this meeting being counted

as the first meeting and will be subject to ratification in every annual general meeting till the sixth such meeting by way of passing of an ordinary resolution and to fix their remuneration.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of the Act.

13. APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, and all other intermediaries concerned with the Company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

BY ORDER OF THE BOARD

Place : Mumbai (Damodarlal Nandlal Ladha)

Date: 25th April 2014 Director

DIN:02071021


Sep 30, 2012

To. The Members,

The Directors present the 28th Annual Report of the Company along with Audited Statement of Accounts for the year ended 30th September 20l2.

1. FINANCIAL RESULTS



(Rs. in lakhs) Year ended Year ended Particulars 30.09.2012 30.09.2011

Sales and Other Income 0 0

Administrative Expenses 10.19 8.26

Profit/(Loss) (10.19) (8.26)

Add: Prior Period Expenses 0 0

Add : Balance of Loss brought forward from previous year (1093.14) (1101.41)

Balance Carried Forward (1111.61) (1101.41)



2. OPERATIONS

The Company did not have any operations during the year. As such the Company did not earn any income during the year. Due to administrative expenses the Company incurred a net loss of Rs 10.19 lakhs.

The Company is trying to revive its business and is in the process of crystallizing its future plans. The Management is taking its efforts in this regard.

3. DIVIDEND

In the event of the losses during the current financial year your Directors are unable to recommend any dividend.

4. STATUS OF BIFR REFERENCE/ SALES TAX MATTER

The Company was declared a sick Company under S1CA by the BIFR on 29.05.2002. The Humble AAIFR, New Delhi had remanded the matter to BIFR by its order dated 5th May.2008 directing the Company to submit an OTS based rehabilitation scheme before BIFR. In its order dated 15.3.2010 the BIFR noted that as the secured creditors have taken action under section 13(4) of the SARFESI Act the reference of the Company stands abated under section 15(1) of the SICA.

The land, building, plant and machinery, electrical. mould & dies etc of the two manufacturing units at Nagpur and Goa have been taken over/ disposed off to pay off one time settlement amounts to Secured Creditors. Bank of India and MSFC. Therefore presently there is no production/sale and there are no employees. There is a contingent liability of Rs.481.82.660 arising out of assessments of Sales Tax Department, Nagpur as the department has charged Sales Tax on intermediate product manufactured and sold during the Exemption period ending on 14.09.1991. These demands have been contested by the Company and stay has been granted by Appellate Authorities. Later, the Sponsoring Authority District Industries Center, Nagpur recommended to the Sales Tax Department that the exemption be granted to the Intermediate Products. However the Sales Tax Department. Nagpur rejected the recommendation and even disregarded the advice of 'Joint Commissioner Sales Tax (HQ) Mumbai to amend the Exemption Certificate. The Company has filed appeal against this rejection before the Sales Tax Tribunal. As stated earlier, the appeals are also pending before the Appellate Authorities. For one of the assessment years, the matter has been referred to the Higher Bench of the Tribunal. The Higher Bench has remanded the matter back to the Bench for proper order. The Company is hopeful to succeed in the Appeals.

5. CORPORATE GOVERNANCE IS ENCLOSED AS ANNEXURE TO THIS REPORT.

Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report. Also Certificate on Compliance of Corporate Governance issued by M/s D.S. Momaya & Co., Company Secretaries is annexed to the report.

6. PARTICULARS OF EMPLOYEES

The particulars of Employees as required under Section 217(2A) of the Companies Act, 1 956, is not applicable as the Company does not have any employee.

7. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT

The particulars as required under the provisions of Section 217(l)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption are not required to be furnished considering the fact that the Company has sold its plants and not carrying on any manufacturing activity.

8. FOREIGN EXCHANGE EARNING AND OUTGO

The Company has not earned any foreign exchange during the year under review. The Company has not spent any amount in foreign exchange.

9. DIRECTORS

In accordance with the provisions of the Companies ActJ956, and the Articles of Association of the Company, Mr. Damodarlal Nandlal Ladha retires by rotation and is eligible for reappointment. The Board recommends his reappointment.

During the year, Mr. Santosh Kamankar, Mr. Vaibhav Malsane and Mr. Vikas Malekar were inducted as Additional Directors of the Company under Section 260 of the Companies Act, 1956 who hold office only up to the date of forthcoming Annual General Meeting. The Company has received notices from some of the shareholders of the Company proposing their candidature for the post of Directors. Your Directors commend their re-appointment as the Directors of the Company liable to retire by rotation.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby declare:

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

ii) 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 under review and for the profit or loss of the Company for that period;

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records m 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.

11. FIXED DEPOSITS:

Your Company has not accepted Public Deposits within the meaning of Section 58A of the Companies Act, 1956.

12. AUDITORS AND AUDITORS' REPORT

The Auditors M/s. Bhuchar & Chandak. Chartered Accountants, have expressed their inability to continue as the Auditors of this company and their term expires at the end of this Annual General Meeting. Further, M/s. M G Shouche Chartered Accountants, have expressed their willingness to act as the Statutory Auditors of the company and Company has received a certificate from them stating that their re-appointment will be within the limit prescribed under Section 224(1 B) of the Companies Act.

The notes to the accounts referred to in the Auditors' Report are self explanatory and therefore, do not call for any further comments.

13. APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, and all other intermediaries concerned with the Company's business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

BY ORDER OF THE BOARD

Place : Mumbai. ( V. D. SARDA )

Date : 31st October, 2012 DIRECTOR


Sep 30, 2011

The Directors present the 27th Annual Report of the Company along with Audited Statement of Accounts for the year ended 30th September,2011.

1. FINANCIAL RESULTS

(Rs. in lakhs)

Year ended Year ended

Particulars 30.09.2011 30.09.2010

Sales and Other Income 0 0 Administrative Expenses 8.26 9.16

Profit/(Loss) (8.26) (9.16)

Add : Prior Period Expenses 0 0

Add : Balance of Loss brought forward from previous year (1093.14) (1083.99)

Balance Carried Forward (1101.41) (1093.15)

2. OPERATIONS

The Company does not have any manufacturing plants as its plant at Nagpur and Goa were taken over / sold in earlier years. The company did not have any operations during the year. As such the company did not earn any income during the year. Due to administrative expenses the company incurred a net loss of Rs 8.26 lakhs.

The Company is yet to crystallize and tie up its future plans. The Management is seized with this matter and taking steps in this regard.

3. DIVIDEND

The Directors are unable to recommend any dividend.

4. STATUS OF BIFR REFERENCE/ SALES TAX MATTER

The company was declared a sick Company under SICA by the BIFR on 29.05.2002. The hon'ble AAIFR, New Delhi had remanded the matter to BIFR by its order dated 5th May,2008 directing the Company to submit on OTS based rehabilitation scheme before BIFR. In its order dated 15.3.2010 the BIFR noted that as the secured creditors have taken action under section 13(4) of the SARFESI Act the reference of the Company stands abated under section 15(1) of the SICA.

The land, building, plant and machinery, electrical, mould & dies etc of the two manufacturing units at Nagpur and Goa have been taken over / disposed off to pay off one time settlement amounts to Secured Creditors, Bank of India and MSFC. Therefore presently there is no production/sale and there are no employees. There is a contingent liability of Rs.481,82,660 arising out of assessments of Sales Tax Department, Nagpur as the department has charged Sales Tax on intermediate product manufactured and sold during the Exemption period ending on 14.09.1991. These demands have been contested by the Company and stay has been granted by Appellate Authorities. Later, the Sponsoring Authority District Industries Center, Nagpur recommended to the Sales Tax Department that the exemption be granted to the Intermediate Products. However the Sales Tax Department, Nagpur rejected the recommendation and even disregarded the advice of Joint Commissioner Sales Tax (HQ) Mumbai to amend the Exemption Certificate. The Company has filed appeal against this rejection before the Sales Tax Tribunal. As stated earlier, the appeals are also pending before the Appellate Authorities. For one of the assessment years, the matter has been referred to the Higher Bench of the Tribunal. The company is hopeful to succeed in the Appeals.

5. Corporate Governance is enclosed as Annexure to this report.

6. PARTICULARS OF EMPLOYEES

The particulars of Employees as required under Section 217(2A) of the Companies Act, 1956, is not applicable as the company does not have any employee.

7. CONSERVATION OF ENERGY

The Company has sold its plants and therefore information on conservation of energy is not applicable.

8. TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT

Not applicable as the Company has sold its plants.

9. FOREIGN EXCHANGE EARNING AND OUTGO

The company has not earned any foreign exchange during the year under review. The Company has not spent any amount in foreign exchange.

10. DIRECTORS

In accordance with the provisions of the Companies Act,1956, and the Articles of Association of the Company, Shri V. D. Sarda retires by rotation and is eligible for reappointment. The Board recommends his reappointment.

11. DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors hereby declare:

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

ii) 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 under review and for the profit or loss of the company for that period;

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

12. AUDITORS AND AUDITORS' REPORT

M/s. Bhuchar & Chandak, Auditors of the Company, retire and are eligible for reappointment. The company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act,1956. The notes to the accounts referred to in the Auditors' Report are self explanatory and therefore, do not call for any further comments.

BY ORDER OF THE BOARD

Place : Mumbai. (V. D. SARDA)

Date : 29th November,2011 DIRECTOR


Sep 30, 2010

The Directors present the 26th Annual Report of the Company along with Audited Statement of Accounts for the year ended 30th September, 2010.

1. FINANCIAL RESULTS

(Rs. in lakhs) Year ended Year ended Particulars 30.09.2010 30.09.2009

Sales and Other Income 0 1.71

Administrative expenses 9.16 7.65

Net Profit/(Loss) (9.16) (5.94)

Add : Prior Period Expenses 0 1.66

Add : Balance of Loss brought forward from previous year (1083.99) (1076.39)

Balance Carried Forward (1093.15) (1083.99)

2. OPERATIONS

Having sold its manufacturing plants at Nagpur and Goa in earlier years the Company did not have any operations during the year. As such the Company did not earn any income during the year. Due to administrative expenses the company incurred a net loss of Rs.9.16 lakhs.

The Company is yet to crystallize and tie up its future plans. The Management is seized with this matter and taking steps in this regard.

3. DIVIDEND

The Directors are unable to recommend any dividend.

4. STATUS OF BIFR REFERENCE/ SALES TAX MATTER

The company was declared a sick Company under SICA by the BIFR on 29.05.2002. The hon'ble AAIFR, New Delhi had remanded the matter to BIFR by its order dated 5th May,2008 directing the Company to submit on OTS based rehabilitation scheme before BIFR. In its order dated 15th March, 2010 the BIFR noted that as the secured creditors have taken action under section 13(4) of the SARFESI Act, the reference of the Company stands abated under section 15(1) of the SICA.

The land, building, plant and machinery, electricals, mould & dies etc of the two manufacturing units at Nagpur and Goa were taken over / disposed off to payoff one time settlement amounts to Secured Creditors, Bank of India and MSFC earlier. Subsequent to this there is no production/sale and there are no employees. There is a contingent liability of Rs.481,82,660 arising out of assessments of Sales Tax Department, Nagpur as the department has charged Sales Tax on intermediate product manufactured and sold during the Exemption period ending on 14.09.1991. These demands have been contested by the Company and stay has been granted by Appellate Authorities. Later, the Sponsoring Authority District Industries Center, Nagpur recommended to the Sales Tax Department that the exemption be granted to the Intermediate Products. However the Sales Tax Department, Nagpur rejected the recommendation and even disregarded the advice of Joint Commissioner Sales Tax (HQ) Mumbai to amend the Exemption Certificate. The Company has filed appeal against this rejection before the Sales Tax Tribunal. As stated earlier, the appeals are also pending before the Appellate Authorities. For one of the assessment years, the matter has been referred to the Higher Bench of the Tribunal. The company is hopeful to succeed in the Appeals.

5. Corporate Governance is enclosed as Annexure to this report.

6. PARTICULARS OF EMPLOYEES

The particulars of Employees as required under Section 217(2A) of the Companies Act, 1956, is not applicable as the company does not have any employee.

7. CONSERVATION OF ENERGY

The Company has sold its plants and therefore information on conservation of energy is not applicable.

8. TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT

Not applicable as the Company has sold its plants.

9. FOREIGN EXCHANGE EARNING AND OUTGO

The company has not earned any foreign exchange during the year under review. The Company has not spent any amount in foreign exchange.

10. DIRECTORS

In accordance with the provisions of the Companies Act,1956, and the Articles of Association of the Company, Shri S. V. Sharma retires by rotation and is eligible for reappointment. The Board recommends his reappointment.

11. DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors hereby declare:

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

ii) 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 under review and for the profit or loss of the company for that period;

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

12. AUDITORS AND AUDITORS' REPORT

M/s. Bhuchar & Chandak, Auditors of the Company, retire and are eligible for reappointment. The company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act,1956. The notes to the accounts referred to in the Auditors' Report are self explanatory and therefore, do not call for any further comments.

BY ORDER OF THE BOARD

Place : Mumbai. ( V. D. SARDA )

Date : 3rd December, 2010 DIRECTOR


Sep 30, 2009

The Directors present the 25th Annual Report of the Company alongwith Audited Statement of Accounts for the year ended 30th September,2009.

1. FINANCIAL RESULTS

(Rs. in lakhs)

Year ended Year ended

Particulars 30.09.2009 30.09.2008

Sales and Other Income 1.71 226.16

Gross Profit/(Loss) 5.94 202.56

Less : Cost of Borrowings NIL NIL

Depreciation NIL 6.52

Profit/(Loss) (5.94) 196.04

Add : Prior Period Expenses 1.66 NIL

Add : Balance of Loss brought forward from previous year (1076.39) 1272.43

Balance Carried Forward (1083.99) 1076.39



2. OPERATIONS

Pursuant to the sale of its manufacturing plants at Nagpur and Goa the Company did not have any operations during the year. Income of Rs.1.71 lakhs was due to excess provision no longer required. After incurring mainly administrative expenses the company posted a net loss of Rs.7.60 lakhs. The Company is yet to crystallize and tie up its future plans. The Management is seized with this matter and taking steps in this regard.

3. DIVIDEND

The Directors are unable to recommend any dividend.

4. STATUS OF BIFR REFERENCE/ SALES TAX MATTER

The company was declared a sick Company under SICA by the BIFR on 29.05.2002. The honble AAIFR, New Delhi had remanded the matter to BIFR by its order dated 5th May,2008 directing the Company to submit on OTS based rehabilitation scheme before BIFR. The Company has submitted status report to BIFR. The company is yet to submit a rehabilitation scheme.

The land, building, plant and machinery, electricals, mould & dies etc of the two manufacturing units at Nagpur and Goa have been taken over / disposed off to payoff one time settlement amounts to Secured Creditors, Bank of India and MSFC. Therefore presently there is no production/sale and there are no employees. There is a contingent liability of Rs.3,63,00,371 arising out of assessments of Sales Tax Department, Nagpur as the department has charged Sales Tax on intermediate product manufactured and sold during the Exemption period ending on 14.09.1991. These demands have been contested by the Company and stay has been granted by Appellate Authorities. Later, the Sponsoring Authority District Industries Center, Nagpur recommended to the Sales Tax Department that the exemption be granted to the Intermediate Products. However the Sales Tax Department, Nagpur rejected the recommendation and even disregarded the advice of Joint Commissioner Sales Tax (HQ) Mumbai to amend the Exemption Certificate. The Company has filed appeal against this rejection before the Sales Tax Tribunal. As stated earlier, the appeals are also pending before the Appellate Authorities. For one of the assessment years, the matter has been referred to the Higher Bench of the Tribunal. The company is hopeful to succeed in the Appeals.

5. Corporate Governance is enclosed as annexure to this report.

6 PARTICULARS OF EMPLOYEES

The particulars of Employees as required under Section 217(2A) of the Companies Act, 1956, is not applicable as the company does not have any employee.

7. CONSERVATION OF ENERGY

The Company has sold its plants and therefore information on conservation of energy is not applicable.

8. TECHNOLOGY ABSORPTION. RESEARCH AND DEVELOPMENT

Not applicable as the Company has sold its plants.

9. FOREIGN EXCHANGE EARNING AND OUTGO

The company has not earned any foreign exchange during the year under review. The Company has not spent any amount in foreign exchange.

10. DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Shri D. L. Ladha retires by rotation and is eligible for reappointment. The Board recommends his reappointment.

11. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby declare:

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

ii) 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 under review and for the profit or loss of the company for that period;

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

12. AUDITORS AND AUDITORS REPORT

M/s. Bhuchar & Chandak, Auditors of the Company, retire and are eligible for reappointment. The company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act, 1956. The notes to the accounts referred to in the Auditors Report are self explanatory and therefore, do not call for any further comments.



BY ORDER OF THE BOARD

Place : Mumbai. ( V. D. SARDA )

Date : 4th December,2009 DIRECTOR

 
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