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Directors Report of Rajkamal Synthetics Ltd.

Mar 31, 2015

Dear Members,

Your Directors are pleased to present the 34th ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended on 31st March, 2015

FINANCIAL RESULTS : (Amount in Rs.)

Current Previous Year Year 31-3-2015 31-3-2014 Rs. Rs.

Profit/ (Loss) for the Year (6,73,396/-) 59,467/-

Less : Provision for Taxation - 8,246/-

Add : Surplus / (Deficit) on appropriation

brought forward from previous year (54,931,907) (54,983,128)

Profit / (Losses) carried to Balance Sheet (55,605,303) (54,931,907)

DIVIDEND :

In view of the Carried forward losses of Earlier Years, Your Directors regret their inability to recommend any Dividend for the year under Review.

OPERATIONS:

Receipts during the year were of Rs.1.22 Lacs as against Rs. 6.14 Lacs during the previous year.

FUTURE PLANS:

Your Directors would like to inform that due to downturn in business there has been Loss in Business which your Director are striving to wipe off and with the upturn in Economy your Directors are confident to post better Results Next Year.

DIRECTORS :

Shri Sushil S. Sanghai and Shri Jagdish B. Ladha, Directors retire by rotation and being eligible offer themselves for Re-appointment.

FIXED DEPOSIT :

The Company has not accepted any fixed deposit from the Public during the year under review.

AUDIT COMMITTEE :

The Audit Committee consists of 4 Directors out of which 3 are Independent Directors, viz Shri Ashok Kumar H. Jakhotia - Chairman, Shri Sheodutt B. Sanghai - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Audit Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

INVESTORS GRIEVANCE COMMITTEE :

The Investors Grievance Committee consists of 4 Directors out of which 3 are Independent Directors, viz Shri Sheodutt B. Sanghai - Chairman, Shri Ashok Kumar H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Investors Grievance Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

REMUNERATION COMMITTEE :

The Remuneration Committee consists of 4 Directors out of which 3 are Independent Directors, viz, Shri Jagdish B. Ladha - Chairman, Shri Ashok H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Sheodutt B. Sanghai - Director. The constitution of Remuneration Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchange.

CORPORATE GOVERNANCE :

Your Company's Philosophy is to enhance Stakeholders Value by adopting and implementing the best of Corporate Gover- nance practices. A detailed Report on Corporate Governance Compliance duly certified by the Practising Company Secre- tary forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended to the Annual Report, it also forms part of this Report of your Director.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to Directors Responsibilty for the Statement, it is hereby confirmed.

i. That in preparation of the Accounts for the financial year ended on 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 the year under review.

iii. That the Directors have taken prior and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the accounts for the financial year ended on 31st March, 2015 on a going concern basis.

ENVIRONMENT:

Information pursuant to the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules 1988 are not given since there was no manufacturing activity during the year under review. Foreign exchange earning / outgo during the year and also during the previous year was N I L.

RESEARCH & DEVELOPEMENT, TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION :

As there is no Manufacturing activity hence information pertaining to Research & Development etc is not given.

PARTICULARS OF EMPLOYEES :

No employee has drawn a remuneration of Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month during part of the year.

AUDITORS :

The Observations made in the Auditor's Reports are self explanatory and as such they do not require any explanation.

The Appointment of Auditors M/s. N.K. Jalan & Co. approved by the member at the 33rd Annual General Meeting for a period of three years. They hold office as Statutory Auditors until the conclusion of 35th Annual General Meeting, Members are requested to fix their remuneration and retify their re-appointment for the financial year ending 31st March, 2016.

SECRETERIAL AUDIT :

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies Appointment and Remuneration of Managerial Personnel) Rules,2014, the Company had appointed M/s. A. L. Makhija & Co.- Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended on 31/3/2015. The Secretarial Audit Report is Attached.

As reported by The Secretarial Auditor and as you are aware Your Company does not have any major revenue earning Business Activities. Therefore No Executive Director for the Company has been appointed. As regards Appointmentof a Qualified Compliance Officer. Your Company is in Process of appointing a Qualified Compliance Officer in near future.

Your Directors would like to acknowledge the co-operation and support received by the Company during the year from its Employees, and business partners.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Sd/- (SHEODUTT B. SANGHAI) CHAIRMAN AND MANAGING DIRECTOR (DIN-00048733)

Place : Mumbai Dated : 29th May, 2015


Mar 31, 2014

The Members,

The Directors hereby present the 33rd ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS :

(Amount in Rs.) Current Previous Year Year 31-3-2014 31-3-2013 Rs. Rs.

Profit/ (Loss) for the Year 59,467/- 5,20,957/-

Less : Provision for Taxation 8,246/- 99,082/-

Less : Prior period adjustment — —

Add : Transfer from Investment Reserve — —

Less : Capital Receipts Remission on Debentures — (2,99,325)

Add : Surplus / (Deficit) on appropriation brought forward from previous year (54,983,128) (55,105,678)

Profit / (Losses) carried to Balance Sheet (54,931,907) (54,983,128)

DIVIDEND :

In view of the Carried forward losses of Earlier Years, Your Directors regret their inability to recommend any Dividend for the year under Review.

OPERATIONS:

Receipts during the year were of Rs.6.14 Lacs as against Rs. 10.57 Lacs during the previous year.

FUTURE PLANS:

Your Directors are happy to inform you that due to consistent efforts put in by all involved in running of the Company there has been consistency in working of your Company which can be seen by the Members of the Company which is reflected in the profits earned by the Company during the Current Year, inspite of an Economically adverse year.

DIRECTORS :

Shri Rajendra R. Nangalia and Shri Ashok H. Jakhotia, Directors retire by rotation and being eligible offer themselves for Re-appointment.

FIXED DEPOSIT :

The Company has not accepted any fixed deposit from the Public during the year under review.

AUDIT COMMITTEE :

The Audit Committee consists of 3 Independent Directors, namely Shri Ashok H. Jakhotia - Chairman, Shri Sheodutt B. Sanghai - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Audit Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

INVESTORS GRIEVANCE COMMITTEE :

The Investors Grievance Committee consists of 3 Independent Directors, namely Shri Sheodutt B. Sanghai - Chairman, Shri Ashok H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Investors Grievance Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

REMUNERATION COMMITTEE :

The Remuneration Committee consists of 3 Independent Directors, namely, Shri Jagdish B. Ladha - Chairman, Shri Ashok H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Sheodutt B. Sanghai - Director. The constitution of Remuneration Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchange.

CORPORATE GOVERNANCE:

Your Company''s Philosophy is to enhance Stakeholders Value by adopting and implementing the best of Corporate Governance practices. A detailed Report on Corporate Governance Compliance duly certified by the Practising Company Secretary forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

As required by Clause 49 of the Listing Agreement with Stock Exchange, a Management Discussion and Analysis Report is appended to the Annual Report, it also forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibilty Statement, it is hereby confirmed.

i. That in preparation of the Accounts for the financial year ended on 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 the year under review.

iii. That the Directors have taken prior and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the accounts for the financial year ended on 31st March, 2014 on a going concern basis.

ENVIRONMENT:

Information pursuant to the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules 1988 are not given since there was no manufacturing activity during the year under review. Foreign exchange earning / outgo during the year and also during the previous year was N I L.

RESEARCH & DEVLOPMENT, TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION :

As there is no Manufacturing activity hence information pertaining to Research & Development etc is not given.

PARTICULARS OF EMPLOYEES :

No employee has drawn a remuneration of Rs. 24,00,000/- per annum nor Rs. 2,00,000/- per month during part of the year. AUDITORS :

The Observations made in the Auditor''s Reports are self explanatory and as such they do not require any explanation.

The Auditors M/s. N.K. Jalan & Co., Chartered Accountants will retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re-appointed, Members are requested to re-appoint them and fix their remuneration.

Your Directors would like to acknowledge the co-operation and support received by thrCompany during the year from its employees, financial institution and business partner.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Sd/- Place : Mumbai (SHEODUTT B. SANGHAI) Dated : 30th May, 2014 CHAIRMAN AND MANAGING DIRECTOR


Mar 31, 2013

To The Members,

The Directors hereby present the 32nd ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS :

(Amount in Rs.)

Current Previous Year Year 31-3-2013 31-3-2012 Rs. Rs.

Profit/ (Loss) for the Year 5,20,957/- 2,40,651/-

Less : Provision for Taxation 99,082/- 73,440/-

Less : Prior period adjustment 2,980/-

Less : Capital Receipts Remission on Debentures (2,99,325) (11,48,915)

Add : Surplus / (Deficit) on appropriation brought forward from previous year (55,105,678) (54,120,994)

Profit / (Losses) carried to Balance Sheet (54,983,128) (55,105,678)

DIVIDEND :

In view of the Carried forward losses of Earlier Years, Your Directors regret their inability to recommend any Dividend for the year under Review.

OPERATIONS:

Receipts during the year were of Rs.10.57 Lacs as against Rs. 8.96 Lacs during the previous year.

FUTURE PLANS :

Your Directors are happy to inform you that due to consistent efforts put in by all involved in running of the Company there has been improvement in working of your Company which can be seen by the Members of the Company which is reflected in the profits earned by the Company during the Current Year.

DIRECTORS :

Shri Sheodutt B. Sanghai and Shri Sushil S. Sanghai, Directors retire by rotation and being eligible offer themselves for Re-appointment.

FIXED DEPOSIT :

The Company has not accepted any fixed deposit from the Public during the year under review.

AUDIT COMMITTEE :

The Audit Committee consist of 4 directors of whom 3 are Independent Directors, namely Shri Ashok Kumar H. Jakhotia - Chairman, Shri Sheodutt B. Sanghai - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Audit Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

INVESTORS GRIEVANCE COMMITTEE :

The Investors Grievance Committee consists of 4 directors of whom 3 are Independent Directors, namely Shri Sheodutt B. Sanghai - Chairman, Shri Ashok Kumar H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Investors Grievance Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

REMUNERATION COMMITTEE :

The Remuneration Committee consists of 4 directors of whom 3 Independent Directors, namely, Shri Jagdish B. Ladha - Chairman, Shri Ashok Kumar H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Sheodutt B. Sanghi - Director. The constitution of Remuneration Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

CORPORATE GOVERNANCE :

Your Company''s Philosophy is to enhance Stakeholders Value by adopting and implementing the best of Corporate Governance practices. A detailed Report on Corporate Governance Compliance duly certified by the Practising Company Secretary forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

As required by Clause 49 of the Listing Agreement with Stock Exchange, a Management Discussion and Analysis Report is appended to the Annual Report, it also forms part of this Report of your Directors.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibilty Statement, it is hereby comfirmed.

i. That in preparation of the Accounts for the financial year ended 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 the year under review.

iii. That the Directors have taken prior and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the accounts for the financial year 31st March, 2013 on a going concern basis.

ENVIRONMENT:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules 1988 are not given since there was no manufacturing activity during the year under review. Foreign exchange earning / outgo during the year and also during the previous year was N I L.

RESEARCH & DEVLOPMENT, TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION :

As there is no Manufacturing activity hence information pertaining to Research & Development etc is not given.

PARTICULARS OF EMPLOYEES :

No employee has drawn a remuneration of Rs. 24,00,000/- per annum nor Rs. 2,00,000/- per month during part of the year.

AUDITORS :

The Observations made in the Auditor''s Reports are self explanatory and as such they do not require any explanation under Section 217 (3) of the Companies Act, 1956.

The Auditors M/s N.K. Jalan & Co., Chartered Accountants will retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re-appointed, Members are requested to re-appoint them and fix their remuneration.

Your Directors would like to acknowledge the co-opration and Support received by the Company during the year from its employees, financial institutions and Business Partners.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

Place : Mumbai (SHEODUTT B. SANGHAI)

Dated : 29th May, 2013 CHAIRMAN


Mar 31, 2012

The Directors hereby present the 31st ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS :

(Amount in Rs.) Current Previous Year Year

Profit/ (Loss) for the Year 31-3-2012 31-3-2011 Rs. Rs.

2,40,651/- 2,42,686/-

Less : Provision for Taxation 73,440/- 46,770/-

Less : Prior period adjustment 2,980/- 23,570/-

Add : Transfer from Investment Reserve -- 369,390/-

Less : Capital Receipts Remission on Debentures (11,48,915) 1,35,708/-

Add : Surplus / (Deficit) on appropriation appropriation account brought forward from previous year (54,120,994) (54,798,438)

Profit / (Losses) carried to balance sheet (55,105,678) (54,120,994)

DIVIDEND :

In view of Carried forward losses of Earlier Years. Your Directors regret their inability to recommend any dividend for the year under Review.

OPERATIONS:

Receipts during the year were of Rs.8.96 Lacs as against Rs.138.97 Lacs during the previous year.

FUTURE PLANS:

Your Directors are happy to inform you that due to consistent efforts put in by all involved in reviving of the Company for the Second consecutive year. Company has been able to post Profits of Rs. 2.41 Lakhs as compared to the profits of Rs. 2.43 lakhs (L. Y.). The Company so as to tide over its present position is considering to engage in Markrting and Manufacturing of Textiles, Synthetics and allied products. The Company is confident that with a better Mix of products and Activities and with present infusion of Capital the Company can achieve good Results in near future.

DIRECTORS :

Shri Rajendra R. Nangalia, Director retires by rotation and being eligible offers himself for re-appointment.

Mr. Ashok Kumar H. Jakhotia and Mr. Jagdish B. Ladha were appointed as Additional Directors w.e.f. 25/01/2012. They hold office up to the date of ensuing Annual General Meeting. Notices have been received in writing from the Members proposing their Appointments as Directors. The Company has also received their consent to act as Directors of the Company.

FIXED DEPOSIT :

The Company has not accepted any fixed depoist from the Public during the year under review.

AUDIT COMMITTEE :

The Audit Committee consist 4 Directors out of whom 3 are Independent Directors, namely Shri Ashok Kumar H. Jakhotia - Chairman, Shri Sheodutt B. Sanghai - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Audit Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

INVESTORS GRIEVANCE COMMITTEE :

The Investors Grievance Committee consists of 4 Directors out of whom 3 are Independent Directors. Committee consists of Shri Sheodutt B. Sanghi - Chairman, Shri Ashok Kumar H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Investors Grievance Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

REMUNERATION COMMITTEE :

The Remuneration Committee consists of 4 Directors out of whom 3 are Independent Directors, namely, Shri Jagdish B. Ladha - Chairman, Shri Ashok Kumar H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Sheodutt B. Sanghi - Director. The constitution of Remuneration Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

CORPORATE GOVERNANCE :

Your Company's Philosophy is to enhance Stakeholders Value by adopting and implementing the best of Corporate Governance practices. A detailed Report on Corporate Governance Compliance duly certified by the Practicing Company Secretary forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

As required by Clause 49 of the Listing Agreement with Stock Exchange, a Management Discussion and Analysis Report is appended to the Annual Report, it also forms part of this Report of your Directors.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibilty Statement, it is hereby comfirmed.

i. That in preparation of the Accounts for the financial year ended 31st March, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 the year under review.

iii. That the Directors have taken prior and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the accounts for the financial year 31st March, 2012 on a going concern basis.

ENVIRONMENT:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules 1988 are not given since there was no manufacturing activity during the year under review. Foreign exchange earning / outgo during the year and also during the previous year was N I L.

RESEARCH & DEVLOPMENT. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION :

As there is no Manufacturing activity hence information pertaining to Research & Development etc is not given.

PARTICULARS OF EMPLOYEES :

No employee has drawn a remuneration of Rs. 24,00,000/- per annum nor Rs. 2,00,000/- per month during part of the year. AUDITORS :

The Observations made in the Auditor's Reports are self explanatory and as such they do not require any explanation under Section 217 (3) of the Companies Act, 1956.

The Auditors M/s N.K. Jalan & Co., Chartered Accountants will retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re-appointed, Members are requested to re-appoint them and fix their remuneration.

ACKNOWLEDGEMENTS :

Your Direcrors take this opportunity to express their sincere Appreciation for the excellent support and co-opration extended by Debenture holders, Creditors, Shareholders, Employees, Bankers, Financial Institutions and other Business Associates in helping the Company to become a Zero Debt Company with a Positive Net Worth. Your Company's Directors are putting in all possible efforts to improve the activities of the Company but the future of the Company depends to a large extent on the Financial Assistance and support from the Banks and Financial Institutions.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mumbai (SHEODUTT SANGHAI)

Dated : 7th August, 2012 CHAIRMAN AND MANAGING DIRECTOR


Mar 31, 2011

The Directors hereby present the 30th ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS :

(Amount In Rs.)

Current Previous Year Year 31-3-2011 31-3-2010 Rs. Rs.

Profit/(Loss) for the Year 2,42,686 1,214,052

Less : Provision for Taxation 46,770 187,570

Less : Prior period adjustment 23,570 19,671

Add : Trasfer from Investment Reserve 369,390 -

Add : Surplus / (Deficit) on appropriation account brought forward from previous year (54,798,438) (55,805,249)

Profit / (Losses) carried to balance sheet (54,256,702) (54,798,438)

DIVIDEND :

In view of Carried forward losses of Earlier Years. Your Directors regret their inability to recommend any dividend for the Yaer under Review.

OPERATIONS:

Sales during the year were of Rs.138.97 Lacs as against Rs.358.67 during the previous year.

FUTURE PLAN :

Your Directors are happy to inform you that due to consister efforts put in by all involved in running of the Company. There has been turnaround in Working of you Company which can be seen by the members from the results of the Company. The Director have been successful in getting Your Companys Equity Shares Listed on Bombay Stock Exchange and Trading of your Companys Shares is now done in Dematerialisted Mode.

In spite of Best efforts of the Company, settlement with the Other Institutional Debenture Holders, our request is pending in respect of the settlement of their Balance OTS amount as requested by the Company to Canara Bank, New Indian Assurance Co Ltd and National Insurance Co Ltd. We are informed that Settlement of Balance Outsanding Debenture in OTS is under their favourable consideration.

For the Issue of Shares to Creditors and their nominees, Promoters, Co Associates partners, Company has applied to Bombay Stock Exchange for obtaining the permission to issue the shares to the existing creditors and their nominee Promoters Associates and Co- partners but the company has recevied the letter from Bombay Stock Exchange which reads as under:

"Allotment pursuant to the special resolution shall be completed within a period of fifteen days from the date of passing of such resolution:

After getting the approval in Annual General Meeting from the share holders, which is mandatory we shall apply to Bombay Stock Exchange and after geting the necessary approval we will issue the shares and paid up capital of the company will incessary from 225 lacs to 650 lacs. With the increase of paid up capital company shall be a zero debt company and its financial net worth should improve from Negative net worth to Positive net worth. This would result in improvement in the activity of the company.

Your Company intends to issue the shares as under :

Conversion of Loan to Creditors at Rs 10/-at par 28.00 lakhs shares

Allotment to Promoters/Associates 14.50 lakhs shares

Co-partners at Rs 10/- at par

Total 42.50 lakhs

DIRECTORS :

Shri Sushil S. Sanghai, Director retires by rotation and being eligible offers himself for reappointment.

FIXED DEPOSIT:

The Company has not accepted any fixed depoist from the Public during the year under review.

DIRECTORS RESPONSIBILITY STAEMENT:

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

i. That in preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been folowed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 the year under review.

iii. That the Directors have taken prior and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the accounts for the financial year 31st March 2011 on a going concern basis.

ENVIRONMENT:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules 1988 are not given since there was no manufacturing activity during the year under review. Foreign exchange earning / outgo during the year and also during the previous year was NIL.

PARTICULARS OF EMPLOYEES :

No employee has drawn a remuneration of Rs. 24,00,000/- per annum nor Rs. 2,00,000/- per month during part of the year.

AUDITORS :

The Observations made in the Auditors Reports are self explanatory and as such they do require any explanation under Section 217 of the Companies Act, 1956.

The Auditors M/s N.K. Jalan & Co., Chartered Accountants will retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re-appointed, members are requested to re-appoint them and fix their remuneration.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

(SHEODUTT SANGHAI) CHAIRMAN

PLACE : MUMBAI DATED : 30TH APRIL, 2011


Mar 31, 2010

The Directors hereby present the 29th ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS :

(Amount in Rs.)

Current Previous Year Year 2009-10 2008-09 Rs. Rs.

Profit/(Loss) for the Year 1,214,052 1,783,672

Lees : Provision for Taxation 187,570 183,720

Less : Prior period adjustment 19,671 -

Add : Surplus/ (Deficit) on appropriation account brought forward from previous year (63,034,463) (64,634,415)

Profit / (Losses) carried to balance sheet (62,027,652) (63,034,463)

DIVIDEND : : z

In view of earlier losses, your Directors regret their inability to recommend any dividend.

OPERATIONS:

Sales during the year were of Rs.35,866,921 as against Rs.88,12,163 during the previous year.

REVIVAL PLAN :

Your Directors are making all possible efforts to revive the Company. To revive the Company, need base relief/concession and assistance are required from the existing debenture holders, unsecured loan holders, from Sundry creditors and from Bombay Stock Exchange.

At present your company has no asset. The company has negative net worth of Rs. 319.29 lacs. The company has identified a Co- partner who has agreed in principal to provide your company need base assistance and finance for the revival of the company subject to company obtaining necessary approvals from requisite authorities such as :

1. Revocation of suspension of trading at BSE.

2. Dematerialization of shares

3. Conversion of Unsecured loan/sundry creditors loan into fresh equity shares of the company etc.

4. Settlement with the UTI (Term Lending Institution and majui Debenture Holder)

5. Settlement with the other Institutional Debenture Holders. Your Directors are pleased to inform you that:

1. The company has approached to UTI and submitted the reason of the deterioration of financial health of the company. The company had started the erection a modern process house at Sachin in Surat in the year 1986-87 and had purchased the latest modern plant, partly imported and partly indigenous and the plant and machinery including the electrical installation had been completed upto March, 1990 with a cost of :

Plant and Machinery 796.26 lacs

Electrical installation 62.99 lacs

Totai 859.25 lacs

To finance the project of modern process house at Sachin in Surat company had issued debentures of Rs. 405 lacs and had obtained term loan facilities from ICICI Bank and UTI.

The above plant and machinery including electrical installation was damaged in the cyclone in the year 1992 in Surat and the damage was to such an extent that it could not be repaired. The company could not restore the production and since then the industries was forced to close its operation, ICICI Bank as a lead institution had to sale the damage plant and machinery including electricals in a scrape value at Rs. 175 lacs. The company had suffered a capital loss due to the natural climaties (Act of God).

Cost of plant and machinery including electricals 859.25 lacs

Sale value of plant and machinery including electricals 175.00 lacs

Capital loss on sale 684.25 lacs

Due to above capital loss the entire capital of the company had been eroded over and above, the positive net worth of the company wiped out and due to the capital loss, company has a negative net worth of Rs. 353 lacs.

UTI has considered that revival of the Company is in the interest of all. They have considered our proposal of the settlement of the balance outstanding over OTS favourably. Company has paid 20.50 lacs towards full and final settlement of its balance outstanding under OTS (in respect of term loan and debenture amount)

2. The BSE has revoked the suspension of trading of shares and trading has started at Bombay Stock Exchange from 19.02.2010.

3. For the dematerialization of shares company has received the approval from CDSL & NSDL. The ISIN No. is INE376L01013. Shareholders are requested to dematerialise their shares either with the CDSL or NSDL.

4. The company has already approached with the other debenture holders with a request to settle their balance OTS amount on the line of the settlement, which Company has made with the UTI.

Favourable reply from debenture holders are awaited.

5. The company has approached to the unsecured loan holders and sundry creditors and they have agreed in principle to convert their outstanding into the proposed equity shares of the Company either in their names, or in the name of their associates, or in the name of their nominees, subject to the company shall be in a position to implement the revival scheme with the help of the co-partner.

6. After getting the acceptance letter from the exiting debenture holders in respect of the settlement of their balance OTS amount as requested by the company, Co-partner shall provide the amount for the payment and co-partner shall start the process for the revival of the company.

With the negative net worth of the Company revival is little difficult but not impossible. We hope for the better and pray to god for its revival. We assure that your Directors shall make all possible efforts for the revival of the company.

DIRECTORS :

Shri Sheodutt Sanghai, Director retires by rotation and being eligible offers himself for re-appointment.

FIXED DEPOSIT :

The Company has not accepted any fixed deposit from the Public during the year under review.

DIRECTORS" RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility

Statement, it is hereby confirmed :

(i) That in preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that were 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 the year under review.

(iii) That the Directors have taken prior 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 have prepared the accounts for the financial year 31st March, 2010 on a going concern basis.

ENVIRONMENT :

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not given since there was no manufacturing activity during the year under view. Foreign exchange earning/outgo during the year and also during the previous year was NIL.

PARTICULARS OF EMPLOYEES :

No employee has drawn a remuneration of Rs. 24,00,000/- per annum nor Rs. 2,00,000/- per month during part of the year.

AUDITORS :

The Observations made in the Auditors Reports are self explanatory and as such they do require any explanation under Section 217 of the Companies Act, 1956.

The Auditors M/s N.K. Jalan & Co., Chartered Accountants will retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re-appointed, members are requested to re-appoint them and fix their remuneration.

Your Directors would like to acknowledge the co-operation and Support received by the Company during the year from its employees, financial institutions and Business Partners.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PLACE : MUMBAI SHEODUTT SANGHAI

DATED : 16th August, 2010 CHAIRMAN



 
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