Mar 31, 2015
Dear Members,
The Directors have pleasure in submitting their Twenty Seventh Annual
Report of the Company together with the Audited Statements of Accounts
for the year ended 31st March2015.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along
with previous year's figures are given hereunder:
Particulars FYE March FYE March
31,2015 31,2014
Net Sales /Income from Business Operations - -
Other Income 22.67 23.23
Total Income 22.67 23.23
Less Interest 2.47 62.52
Profit before Depreciation (116.84) (184.90)
Less Depreciation 20.37 45.11
Profit after depreciation and Interest (137.21) (230.01)
Less Current Income Tax - -
Less Previous year adjustment of Income - -
Tax
Less Deferred Tax - -
Net Profit after Tax (137.21) (230.01)
Dividend (including Interim if any and - -
final)
Net Profit after dividend and Tax (137.21) (230.01)
Amount transferred to General Reserve - -
Balance carried to Balance Sheet (137.21) (230.01)
Earnings per share (Basic) (0.82) (1.41)
Earnings per Share(Diluted) (0.82) (1.41)
2. DIVIDEND
No Dividend was declared for the current financial year due to loss
incurred by the Company.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the year under review, the Company did not carry out any
production activity, the factory being closed with effect from June 26,
2008.
The management continues to explore various options for restructuring
the business and finances of the Company, including the recommencement
/ relocation of its manufacturing operations. As a part of the
restructuring efforts, the Company had earlier entered into an
arrangement for the assignment of the leasehold rights of its land.
However, certain issues have affected its implementation and the
management is pursuing the matter.
The validity of the closure declared by the Company with effect from
June 26, 2008, under the relevant provisions of The Industrial Disputes
Act, 1947, has been challenged before the Industrial Court by the
employees' union and the matter is pending before the Hon'ble Court.
The Net Worth of the Company has been fully eroded and is negative as on
March 31, 2015. The management had been advised that since certain
conditions as per the Sick Industrial Companies (Special Provisions)
Act, 1985 were not being met, the Company was not eligible to a make
reference to BIFR. In the event of any change in the status, inter alia,
arising out of developments in the pending legal case, appropriate steps
will be taken in this regard.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
7. As the company has not carried on any production or related
operational activities, the information pertaining to conservation of
energy, technology absorption, foreign exchange earnings and outgo as
required under Section 134 (3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable.
The Company has neither earned nor spent any foreign exchange during
the reporting period.
8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
Considering the absence of production operations following closure of
its plant, the Company has not devised any risk management policy for
the time being.
9. DETAILS OF POLICY DEVELOPEDAND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
under review..
12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
The Board has appointed Mr. Abbas Lakdawala (Practising Company
Secretary, C.P No. 4052), to conduct the Secretarial Audit for the
financial year 2014-15. The explanations /comments made by the Board
relating to the qualifications, reservations or adverse remarks made by
the Statutory Auditors and the Secretarial Auditor in their respective
reports furnished as Annexure II and III are attached to this report.
Secretarial Audit Report is given in Annexure IIIA.
13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is set out
below:
* General understanding of the Company's business dynamics
* Educational and professional background
* Standing in the profession;
* Personal and professional ethics, integrity and values;
* Willingness to devote sufficient time and energy in carrying out his
duties and responsibilities effectively.
* Eligibility as per applicable laws, rules and regulations and the
Listing Agreement, including criteria of independence where applicable
* Remuneration to Directors is as recommended by the Nomination and
Remuneration Committee, approved by the Board / Shareholders as
applicable and within the limits specified under the Companies' Act,
2013 and the rules made there under. Due consideration is also given to
the existing size and complexity of the Company's operations and its
financial situation.
14. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is furnished in Annexure IV attached to this Report.
15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 5 Board meetings during the financial year under
review.
16. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility StatementÂ
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
Internal financial control means the policies and procedures adopted by
the Company for ensuring the orderly and efficient conduct of its
business including adherence to Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely
preparation of reliable financial information;
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
18. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review.
19. DIRECTORS
Shri R. P. Ganti (DIN: 01877314) retires at this Annual General Meeting
and being eligible offers himself for re-appointment.
20. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
21. STATUTORY AUDITORS
M/s Lodha & Co, Chartered Accountants, were appointed as Statutory
Auditors for a period of one year in the Annual General Meeting held on
September 25, 2014 (adjourned date) and will retire at the ensuing
Annual General Meeting. They have expressed their willingness to
continue in office if re-appointed. The Company has received a
certificate from the above Auditors to the effect that if they are
reappointed, it would be in accordance with the provisions of Section
141 of the Companies Act, 2013. You are requested to appoint them and
authorize your Directors to fix their remuneration.
22. RISK MANAGEMENT POLICY
Members are requested to refer to paragraph '8' above.
23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM The Audit Committee consists of the following members:
a. Shri T. S. Sridhar, Independent Director - Chairman of the
Committee
b. Shri M. Ghosh, Independent Director
c. Shri R. P. Ganti, Director
d. Shri S. P. Gupta, Director
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company.
24. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
25. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on
your Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
R. P. Ganti M. Ghosh T. S. Sridhar
Director Director Director
Date: 30th July 2015
Place: Mumbai
Mar 31, 2014
To the Members of the Company
DIRECTORS'' REPORT - for the year ended 31st March 2014
The Board of Directors present the Twenty Sixth Annual Report together
with the Audited Accounts of the Company for the financial year ended
March 31, 2014.
This report and the accompanying financial statements have been
prepared as per provisions of the Companies'' Act, 1956 as the
provisions of the Companies'' Act, 2013 in this regard will be
applicable from the financial year beginning April 1, 2014.
1. FINANCIAL HIGHLIGHTS:
Particulars Year ended Year ended
31.03.2014 31.03.2013
(Rs. in lacs) (Rs. in lacs)
Sales (Net of Excise Duty) - -
Other Income 23.23 7.21
Gross Profit / (Loss) before Interest
and Depreciation (221.84) (92.60)
Profit / (Loss) before Tax and
Exceptional items (329.47) (394.54)
Profit / (Loss) after Tax (230.01) (394.54)
Loss brought forward from Previous
Year (8,969.72) (8,575.15)
Balance carried to Balance Sheet (9,199.73) (8,969.69)
2. OPERATIONS:
During the year under review, the Company did not carry out any
production activity,the factory being closed with effect from June 26,
2008.
3. RESTRUCTURING:
The management continues to explore variousoptions for restructuring
the business and finances of the Company, including the recommencement
/ relocation of its manufacturing operations. As a part of the
restructuring efforts, the Company had earlier entered into an
arrangement for the assignment of the leasehold rights of its land.
However, certain issues have affected its implementation and the
management is pursuing the matter.
4. NET WORTH STATUS AND IMPLICATIONS:
The Net Worth of the Company has been fully eroded and is negative as
on March 31, 2014. The management had been advised that since certain
conditions as per the Sick Industrial Companies (Special Provisions)
Act, 1985 were not being met, the Company was not eligible to a make
reference to BIFR. In the event of any change in the status, inter
alia, arising out of developments in the pending legal case [refer Para
5 below], appropriate steps will be taken in this regard.
5. EMPLOYEE RELATIONS:
The validity of theclosure declared by the Company with effect from
June 26, 2008, under the relevant provisions of The Industrial Disputes
Act,1947, has been challenged before the Industrial Court by the
employees'' union and the matter is pending before the Hon''ble Court.
6. PARTICULARS OF EMPLOYEES:
None of the employees of the Company was in receipt of Rs. 60 lacs per
annum or Rs. 5 lacs per month and hence the information pursuant to
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, as amended, is not being
annexed to this Report.
7. SAFETY, HEALTH & ENVIRONMENT POLICY:
After the closure of manufacturing operations, the Company continues to
follow applicable practices relating to safety and health of personnel,
plant, machinery and the environment, to the extent relevant and
feasible.
8. DEMATERIALISATION OF THE COMPANY''S EQUITY SHARES:
93.91%of the Company''s equity shares are in dematerialised form.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo under Section 217(1)
(e) of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, have
been provided in the Annexures forming part of this Report.
10. DIRECTORS:
During the period under review, Mr. K. Mukhopadhyay, Director resigned
from the Board of Directors of the Company.The Board places on record
its appreciation of the valuable services rendered by them during his
tenure as director of the Company. Shri S. P. Gupta retires by rotation
and being eligible, offers himself for re-appointment. Shri M. Ghosh
and Shri T. S. Sridhar are being proposed to be appointed as
Independent Directors in terms of the applicable provisions of the
Companies'' Act, 2013.The Board recommends their appointment.
11. CORPORATE GOVERNANCE:
A Report on Corporate Governance, as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchange, is annexed hereto and forms
apart of this Report. The Certificate from the Statutory Auditors M/s
Lodha & Co. confirming compliance of the conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement, is
annexed hereto and forms a part of this Report.
12. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion & Analysis Report for the financial year
under review, as stipulated under Clause 49 of the Listing Agreement
with the Stock Exchange,is annexed hereto and forms a part of this
Report.
13. DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the Companies Act, 1956, the
Directors hereby confirm that:
a) in the preparation of the Annual Accounts for the financial year
2013-14, the applicable accounting standards have been followed along
with proper explanations relating to material departures;
b) such accounting policies as were reasonable and prudent were
selected in preparation of the Accounts and applied consistently.
Further, judgements and estimates that were reasonable and prudent were
also made in the course of the preparation of the Accounts so as to
give a true and fair view of the state of affairs of the Company as at
the end of the financial year and of the loss of the Company for the
year ended 31st March, 2014;
c) proper and sufficient care was taken 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;
d) the Accounts have been prepared on a going concern basis.
13. LISTING OF EQUITY SHARES:
The Company''s equity shares are listed with BSE Limited.
15. AUDITORS:
M/s. Lodha& Co., Chartered Accountants, the Auditors of the Company,
will retire at the ensuing Annual General Meeting. They have expressed
their willingness to continue in office if re-appointed. The Company
has received a letter from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141 of the Companies Act, 2013 and that they are not
disqualified for re-appointment.You are requested to appoint them and
authorize your Directors to fix their remuneration.
16. AUDITORS'' REPORT:
The observations of the Auditors in their Report are largely
self-explanatory. However, for the sake of additional clarity, the
relevant observations of the Auditors in paragraph ''4''of their Report
are further addressed in paragraphs ''3'' and ''4'' above and in Note ''17''
to the Accounts.
17. ACKNOWLEDGEMENT:
The Board of Directors take this opportunity to thank the shareholders,
lenders and other stakeholders for their continued support and
co-operation.
For and on behalf of the Board
R. P. Ganti S. P. Gupta
Director Director
Place : Mumbai
Dated : 29th May 2014
Mar 31, 2013
To the Members of the Company for the year ended 31st March 2013
The Board of Directors present the Twenty Fifth Annual Report together
with the Audited Accounts of the Company for the financial year ended
March 31, 2013.
1. FINANCIAL HIGHLIGHTS:
Particulars Year ended Year ended
31.03.2013 31.03.2012
(Rs. In lacs) (Rs. in lacs)
Sales (Net of Excise Duty) - -
Gross Profil/(Loss) before Interest
and Depreciation (92.60) (131.70)
Prolil/(Loss) before Tax and Exceptional
items (394.55) (628.61)
Deferred Tax AssetsReversed (-) (2661.20)
Profit (Loss) (394.55) (3289.80)
Loss brought forward from Previous
Year (8575.20) (5285.40)
Balance carried to Balance Sheet (8969.70) (8575.20)
2. OPERATIONS:
During the year under review, the Company did not cany out any
production activity.tho factory being closed with effect from June 26,
2008.
3. RESTRUCTURING:
The management continues to explore various options for restructuring
the business and finances of the Company, including the recommencement
/ relocation of its manufacturing operations. As a part of the
restructuring efforts, the Company had earlier entered into an
arrangement for the assignment ol the leasehold rights of its land.
However, certain issues have affected its implementation and the
management is pursuing the matter.
4. NET WORTH STATUS AND IMPLICATIONS:
The Net Worth of the Company has been fully eroded and is negative as
on March 31, 2013. The management had been advised that since certain
conditions as per the Sick Industrial Companies (Special Provisions)
Act, 1985 were not being met, the Company was not eligible to a make
reference to BIFR. In . the event of any change in the status, inter
alia, arising out of developments in the pending legal case [refer Para
5 below], appropriate steps will be taken in this regard.
5. EMPLOYEE RELATIONS:
The validity of theclosure declared by the Companywith effect from June
26, 2008, under the relevant provisions of The Industrial Disputes
Act,1947, has been challenged before the Industrial Court by the
employees'' union and the matter is pendingbefore the Hon''blo Court
6. PARTICULARS OF EMPLOYEES:
None of the employees of the Company was in receipt of Rs. 60 lacs per
annum or Rs. 5 lacs per month and hence the information pursuant to
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, as amended, is not being
annexed to this Report.
7. SAFETY, HEALTH & ENVIRONMENT POLICY:
After the closure of manufacturing operations, the Company continues to
follow applicable practices relating to safety and health of personnel,
plant, machinery and the environment, to the extent relevant and
feasible.
8. DESERIALISATION OF THE COMPANY''S EQUITY SHARES:
93.91%of the Company''s equity shares are in demateriajised form.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo under Section 217(1)
(e) of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, t988, have
been provided in the Annexures forming part of this Report.
10. DIRECTORS:
During the period under review, Mr.G.P.Goenka, Chairman,
Dr.P.P.Shastii,''Director. Mr.T.S.Sridhar, Director and Mr.S.P.Gupta,
Wholetime Director-resigned from the Board of Directors of the
Company.The B6ard places on record its appreciation oi the valuable
services rendered by i^.o.ii uurinu thoir tenure as directors of the
Company.The Board has, subject to the approval of the members in-the
forthcoming Annual General Meeting, appointed Mr.R.P.Ganti, Mr.M.Ghosh
and Mr.S.P.Gupta as Additional Directors. In this connection.the Board
has received notices under Section 257 of the Companies Act, 1956, from
the shareholders of the Company seeking the appointment of
Mr.RP.Gat.ti, Mr.M.Ghosh and Mr.S.P.Gupta as directors of the Company.
The Board recommends their appointment.
11. CORPORATE-GOVERNANCE:
A Report on Corporate Governance, as stipulated under Clause'' 49 of the
Listing-Agreement with the Stock Exchange, is annexed hereto and forms
apart of this ReportThe Certificate from the Statutory Auditors" M/ s
Lodha & Co. confirming compliance of the conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement, is
annexed here to and forms a part of this Report.
12. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion & Analysis Report for the financial year
under review, as stipulated under Clause 49 of the Listing Agreement
with the Stock Exchange, is annexed hereto and forms a part of this
Report.
13. DIRECTORS''RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) ol Lhe Companies Act, 1958, the
Directors hereby confirm that:
a) in the preparation of the Annual Accounts for the financial year
2012-13, the applicable accounting standards have been followed along
with proper explanations relating-to material departuies;
b) such accounting policies as were reasonable and prudent were
selected in preparation jf the Accounts and applied consistently.
Further, judgements and estimates that were reasonable and prudent were
also made in the course of the preparation of the Accounts so as lo
give a true and fair view of the state of affairs of the Company as at
the end of the financial year and ol the loss ol the Company for the
year ended 31" March, 2013;
c) proper and sufficient care was taken tor the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of tho Company and for
preventing and detecting fraud and other irregularities;
d) the Accounls have been prepared on a going concern basis.
13. LISTING OF EQUITY SHARES:
The Company''s equity shares are listed wilti BSE Limited. The Company
fias paid the requisite listing fee to the said Stock Exchange for the
financial year 2013-14.
15. AUDITORS:
M/s. Lodha & Co., Chartered Accountants, lhe Auditors of the Company,
will retire at the ensuing Annual General Meeting. They have expressed
thbir willingness to continue in office it appointed and furnish the
requisite certificate of their eligibility purouant to Section 224(IB)
of the Companies Act, .1955.
16. AUDITORS''-REPORT:
The observations of the Auditors in their Report are largely
sell-explanatory. However, for the sake cf additional clarity, the
relevant observations of the Auditors in paragraph ''4'' of their Repoit
are further addressed in paiagraphs ''3'' and ''4'' above and in Note ''19''
to the Accounts.
17. ACKNOWLEDGEMENT:
The Board of Directors take this opportunity to thank tho shareholders,
lenders and other stakeholders for their continued support and
co-operation.
For and on behalf the Board
R. P. Ganti S. P. Gupta
Director Director
Place: Mumbai
Dated : 28th May 2013
Mar 31, 2010
The Board of Directors present the Twenty First Annual Report together
with the Audited Accounts of the Company for the year ende March 31,
2010.
1. FINANCIAL HIGHLIGHTS:
Particulars Year ended Year ended
31.03.2010 31.03.2009
(Rs. in lacs) (Rs. in lacs)
Sales (Net of Excise duty) 0.46 308.67
Gross Profitf(loss) before Interest
and Depreciation (266.10) (448.40)
Profit/(loss) before tax and exceptional
items (1102.70) (1177.00)
Less: Exceptional items i - 120.00
Less; Fringe Benefit Tax/prior year tax 0.18 1.39
Add: Deferred Tax Assets (516.48) 242.15
Profif(Loss) <1619.38) (1056.24)
Loss brought forward from previous year (2502.16) (1445.92)
Balance carried to Balance Sheet (4121.54) (2502.16)
2. OPERATIONS:
During the year under review, the Company did not carry out any
production activity, the factory being closed with effect from June 26,
2008.
3. RESTRUCTURING
Subsequent to the lenders not agreeing to consider the Companys
proposal for a reworking of the CDR package, the management is actively
exploring various other options for restructuring the business and
financials of the Company, including unlocking asset values and
entering into other business or product lines. To this end approval of
shareholders had been obtained in December 2008 as per provisions of
Sec 293 (1) (a) of The Companies Act, 1956, which will be implemented
in terms of the directions of Honble Company Law Board in a matter
pending before it. As part of this ongoing exercise, the Company
entered into an arrangement for assignment of leasehold rights of land
during the previous year and advance received has been utilised, inter
alia, to settle part of the liabilities of the Company. However, the
global financial crisis and certain impediments having affected its
implementation, the management is pursuing the matter for an early
resolution. The option of establishing of manufacturing operations at
another site offering better competitive advantages in terms of supply
chain logistics, input availability and costs is being actively pursued
and a clearer picture on this front is expected to emerge by the end of
the current fiscal.
4. NET WORTH STATUS AND IMPLICATIONS
The net worth of the Company has fully eroded during the year ended
March 31,2010. However, the management has received legal opinion to
the effect that no reference need be made to BIFR, as certain
conditions required for the same as per the Sick Industrial Companies
(Special Provisions) Act, 1985 are not applicable to the Company under
the present circumstances.. -
5. EMPLOYEE RELATIONS:
Subsequent to closure under the relevant provisions of The Industrial
Disputes Act, 1947 which was declared with effect from June 26, 2008,
the employees union had preferred to move the Industrial Court in the
matter. The matter is pending in the Honble Court. The management has
been advised that the closure is in line with relevant legal
provisions.
6. PARTICULARS OF EMPLOYEES:
As per provisions of Section 217(2A) of the Companies Act, 1956, read
with Companies (particulars of Employees) Rules, 1975, as amended the
name and other particulars of the employee as on 31.3.2010 is given
below:-
Sr. Name Age Designation Nature of Remuneration Qualification
No duties (In Rs.)
1 Mr. S.P.
Gupta 56 WhoteTime General 1,984,981 B.Tech
Director Management (Chemical
Engineering)
and MBA
Name Date of Experience Last Employment held
commencement
of employement
Organisation Resignation
MrS.P. Gupta June 28,2007 31 Consolidated Executive
Fibres & Director
Chemicals
Limited
7. SAFETY, HEALTH* ENVIRONMENT POLICY:
After the closure of manufacturing operations, the Company continues to
follow applicable practices relating to safety find health of
personnel, plant, machinery and the environment, to the extent relevant
and feasible.
8. DEMATERIAUSATION OF COMPANYS EQUITY SHARES: 87.71 % of the
Companys equity shares have been dematerialised.
9. THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988:
Information required under the Companies Act (Disclosure of Particulars
in the Report of Board of Directors) Rules, 19881s set out in Annexure
"A" and forms part of this report.
10. DIRECTORS:
Dr. P. P. Shastri was appointed as an additional director with effect
from Oct 31, 2009 and holds office till this Annual General Meeting. Dr
P P Shastri, being eligible, offers himself for appointment as
director, liable to retire by rotation. You are requested to appoint
him.
Mr. R. S. Agarwal retires by rotation, and being eligible, offers
himself for re-appointment. Your requested to appoint him.
11. CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a report on Corporate Governance is annexed hereto and forms
part of this Report.
12. DIRECTORSRESPONSIBILITY STATEMENT:
As required under section 217 (2AA) of the Companies Act, 1956, the
Directors hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
major departures;
b) such accounting policies as were reasonable and prudent were
selected in preparation of the Accounts and applied consistently.
Further judgements and estimates that were reasonable and prudent were
also made in the course of preparation of Accounts so as to give a true
and fair view of the state of affairs of the Company as at the end of
the financial year and of the profit of the Company for the year ended
31" March, 2010;
c) proper and sufficient care was taken 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;
d) the Accounts have been prepared on a going concern basis.
13. AUDITORS:
M/s. Lodha & Co., Chartered Accountants, the Auditors of the Company,
retire at the ensuing Annual General Meeting. They have expressed their
willingness to continue in office if appointed.
14. AUDITORSREPORT:
Observations of the Auditors in their Report are largely self
explanatory. However, for the sake of additional clarity, the relevant
observations of the Auditors at Para No 3 (a), (b), (e) and 4 is
further explained as follows - Your attention is drawn to para 3 of ,
this report as well as Note B.4 of Notes to Accounts. In the view of
the Board, the ongoing efforts towards restructuring of the Companys
business are likely to fructify and hence treatment of accounts on a
going concern basis is appropriate.
15. ACKNOWLEDGEMENT:
The Board of Directors takes this opportunity to thank the Financial
Institutions, Bankers and other stakeholders for their continued
support and co-operation.
For and on behalf of the Board
S. P. Gupta , G. P. Goenka
Wholetime Director Chairman