Mar 31, 2015
Dear Members,
The Directors hereby present the 31" Annual Report on the Business and
Operations of the Company and Financial Results for the year ended 31 "
March 2015.
As At As At
FINANCIAL RESULTS 31st March 2015 31st March 2014
Rupees Rupees
01 REVENUE FROM OPERATIONS 661,493,362 626,146,903
Less : Excise Duty 54,584,624 49,642,698
Net Revenue from Operations 606,908,538 576,504,205
02 OTHER INCOME 13,904,701 13,076,674
03 TOTAL REVENUE [1 2 ] 620,813,239 589,580,879
04 EXPENSES
Cost of Material Consumed 397,106,972 456,740,902
Purchases of Stcxik in Trade 21,070,489 3,227,419
Changes in Inventories of Finished Goods,
W|P & Stock in Trade 26,071,287 (51,607,054)
Employee Benefit Expenses 54,714,574 48,646,149
Finance Cost 27,790,483 25,766,124
De preciation and Amortization 62,010,3 20 32,839,825
Expenses
Other Expenses 100,977,752 102,451,523
Total Expenses 689,741,876 618,064,899
05 PROFIT / (LOSS) BEFORE EXCEPTIONAL
AND
EXTRAORDINARY ITEMS AND TAX [3-4] (68,928,637) (28,484,020)
06 EXCEPTIONAL ITEMS - 1,594,170
07 PROFIT / (LOSS) BEFORE
EXTRAORDINARY ITEMS
AND TAX [5-6] (68,928,637) (30,078,190)
08 EXTRAORDINARY ITEMS
09 PROFIT / (LOSS) BEFORE TAX [ 7 - 8 ] (68,928,637) (30,078,190)
10 TAX EXPENSES
1. Current Tax [MAT] - -
Less: MAT Credit entitlement - -
Net Current Tax
2, Deferred Tax: Asset/(Liability) 4,157,847 45,261,946
11 PROFIT 7 [ LOSS] FOR THE PERIOD FROM
CONTI NUING OPERATIONS [9-10] (64,770,7911 15,183,756
12 PROFIT t [LOSS] FROM DISCONTINUING
OPERATIONS - -
13 TAX EXPENSES OF DISCOUNTINUING
PERATIONS - -
14 PROFIT / [LOSS] FROM DISCONTINUING
OPERATIONS
[AFTERTAX] [12-13]
15 PROFIT/[LOSS] FOR THE PERIOD [11 14] (64,770,791) 15,183,756
16 EARNING PER EQUITY SHARE
( Basic and Diluted) (1.24) 0.29
Note; Figures in bracket indicate loss. Previous year's figures have
been regrouped/ reclassified wherever necessary.
RESERVES AND DIVIDEND:
During the year, no amount has been transferred to reserves since the
Company has incurred losses. The increase in the reserves in
comparison to the previous year is due to the additions to revaluation
reserve.
The Directors have not recommended any dividend for the year, since
there arc unabsorbed losses. PROFITABILITY:
Due to adverse market condition in Film segment (main tine of activity)
the Company did not venture its marketing in that segment and on the
contrary retied upon para and formaldehyde products which marginally
contributed towards recovery of fixed costs. Depreciation is the major
contributor for the loss.
FINANCE AND TAXATION:
Existing working capital limit with Corporation Bank is operative
during the current year. The working capital limits sanctioned by the
aforesaid bank is adequate,
Income tax assessment for the assessment years 2012-13 is complete.
That of 2013-4 is in progress, INSURANCE:
The Company has adequately insured all its movable and immovable
assets.
FIXED DEPOSITS:
During the year under review, the Company has not accepted any Fixed
Deposits from the Public.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTFLOW:
The relevant data pertaining to Conservation of Energy, Technology
Absorption and Foreign Exchange earnings and outgo are given in the
Annexure 'A' forming part of this report.
INDUSTRIAL RELATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Directors are pleased to record the appreciation and sense of
commitment shown by our employees at all levels and acknowledges their
contribution towards sustained progress of the Company. The relations
between Management and Employees arc good.
The Company does not fall under the threshold limit for mandatory CSR
activities. The Company, however, is willing to take up CSR activities
but due to continued losses, year after year, CSR activities could not
be taken up.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the required details are
provided in the Annexure B
Your Directors further state that during the year under review, there
were no cases filed under the Sexual harassment of Women at Workplace
(Prevention, Prohibition and Redressai) Act, 2013.
DIRECTORS:
The Board consists of Jive directors of whom three are independent
directors. During the year, the Board of Directors met 4 times.
On Sp March 2015, the shareholders have approved the re-appointment of
Mr. C.D.Datwani as the Managing Director and Ms. S&roj Datwani 35 the
Whole time Director, fora period of 3 years.
Ms, Saroj Datwani has also been appointed as the Chief Financial
Officer of the Company by the Board of Directors with effect from
financial year 2014-15.
The independent Directors have given a declaration that they fulfill
the crieterial of independence as specified u/s 149 (6) of the
Compsnies Act, 2013 and the clause 49 of the Listing agreement with the
Bombay Stock Exchange Limited,
The Company's policy on appointment of Directors and their
remuneration:
The Managing Director, Whole time Director and CFO are promoters. For
the position of other non- executive Independent director, experienced
and reputed persons are selected from plastic Industries manufacturers
association or professionals like Chartered accountants, adovocates.
Company Secretaries or Cost and management accountants.
The remuneration for the executive directors has been in line with
Schedule V of the Companies Act, 2013. The non-executive directors have
waived their sitting fees and nothing Is paid to them,
LISTING AGREEMENT WITH STOCK EXCHANGES:
Listing agreement with the Bombay Stock Exchange Ltd, Mumbai continue
to be listed and the Company has been regular In paying requisite fees.
COMPANY SECRETARY:
Due to continued losses the Company could not financially afford
appointment of a wholetime company secretary. However, the duties are
being discharged by a Secretarial assistant under the guidance and
advise of Shri.G,D, Rama ftao FCA, ACS a professional in practice of
Chartered Accountancy, assisting the company ever since its public
issue in 19B6-87. With his able guidance the company is free from
investors complaints and is in compliance with all regulatory
framework. He is a permanent invitee for all Committees and Board
Meetings,
As required under section 204 of the Companies Act, 2013 read with the
rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Secretarial Audit report from a Practising
Company Secretary has been obtained and the same is annexed to this
report as Annexure E, The Secretarial Audit report does not contain any
adverse remark, qualification or reservation,
AUDITORS:
M/s Rau & Nathan, Chartered Accountants, (Firm No: 00317SS) Statutory
Auditors of the Company were appointed at the previous Annual General
Meeting for a period of 3 years, The ratification of their appointment
has been placed before the shareholders at the ensuing Annual General
meeting. The Auditors' Report doesnot contain any adverse remark
/qualification.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with reqirements set
out under Schedule III to the Act, have been followed and there are no
material departures from the same:
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the profit of the Company
for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively,
CERTIFICATE OF STATUTORY AUDITORS AS REGARDS COMPLIANCE OF CONDITIONS
OF CORPORATE GOVERNANCE:
The Certificate of the Auditors of the Company in regard to this matter
forms part of this Annual Report.
The ISIN number of the scrip is: INE204D01022 EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of Companies Act, 2013 read with rule 12 (1)
of the Companies (Management and Administration) Rules, 2014, an
extract of annual return in form MGT-9 has been provided in Annexure C.
RELATED PARTY TRANSACTIONS: .
The transactions with related party have been provided in the Form
AOC-2 which is provided as Annexure D.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere appreciation of the
services rendered by the Corporation Bank. Your Directors wish to place
on record the valued support and cooperation of Shareholders, Customers
and Suppliers of the Company,
For and onibehalf cfthe.Board of Directors
C. D DATAWANI
Chairman
Mysore
31st July 2015
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 30th Annual Report on
the Business and Operations of the Company and Financial Results for
the year ended 31st March 2014.
As At As At
FINANCIAL RESULTS 31st March 2014 31st March 2013
Rupees Rupees
01 REVENUE FROM OPERATIONS 626,146,903 276,791,419
Less : Excise Duty 49,642,698 21,981,519
Net Revenue from Operations 576,504,205 54,809,900
02 OTHER INCOME 13,076,674 11,301,661
13,076,674 11,301,661
03 TOTAL REVENUE [ 1 2 ] 589,580,879 266,111,561
04 EXPENSES
Cost of Material Consumed 456,740,902 145,771,781
Purchases of Stock in Trade 3,227,419 4,913,166
Changes in Inventories of Finished
Goods, WIP & Stock in Trade (51,607,054) 27,393,312
Employee Benefit Expenses 48,646,149 46,349,613
Finance Cost 25,766,124 18,653,918
Depreciation and Amortization
Expenses 32,839,825 26,342,348
Other Expenses 102,451,523 41,962,961
Total Expenses 618,064,899 311,387,099
05 PROFIT / (LOSS) BEFORE
EXCEPTIONAL AND EXTRAORDINARY
ITEMS AND TAX [3-4] (28,484,020) (45,275,537)
06 EXCEPTIONAL ITEMS 1,594,170 45,853,100
07 PROFIT / (LOSS) BEFORE
EXTRAORDINARY ITEMS AND TAX [5-6] (30,078,190) (91,128,637)
08 EXTRAORDINARY ITEMS - -
09 PROFIT / (LOSS) BEFORE TAX
[7 - 8] (30,078,190) (91,128,637)
10 TAX EXPENSES
1. Current Tax [MAT] - -
Less: MAT Credit entitlement - -
Net Current Tax - -
2. Deferred Tax: Asset/
(Liability) 45,261,946 (15,035,973)
11 PROFIT / [ LOSS] FOR THE
PERIOD FROM CONTINUING OPERATIONS
[9-10] 15,183,756 (76,092,664)
12 PROFIT / [LOSS] FROM
DISCONTINUING OPERATIONS - -
13 TAX EXPENSES OF DISCOUNTINUING
OPERATIONS - -
14 PROFIT / [LOSS] FROM
DISCONTINUING OPERATIONS [AFTER TAX]
[12-13] - -
15 PROFIT / [LOSS] FOR THE PERIOD
[11 14] 15,183,756 (76,092,664)
16 EARNING PER EQUITY SHARE
(Basic and Diluted) 0.29 (1.74)
Note: Figures in bracket indicate loss. Previous year''s figures have
been regrouped / reclassified wherever
necessary.
DIVIDEND:
Since the unabsorbed loss is persisting, the Directors have not
recommended any dividend for the year.
PROFITABILITY:
Due to adverse market condition in Film segment (main line of activity)
the company did not venture its marketing in that segment and on the
contrary relied upon para and formaldehyde products which marginally
contributed towards recovery of fixed costs. Depreciation is the major
contributor for the book loss and the Company does not have cash loss.
FINANCE AND TAXATION:
Existing working capital limit with Corporation Bank is operative
during the current year. The working capital limits sanctioned by the
aforesaid bank is adequate.
Income tax assessment for the assessment years 2011-12 is complete.
That of 2012- 13 is in progress.
INSURANCE:
The Company has adequately insured all its movable and immovable
assets.
FIXED DEPOSITS:
During the year under review, the Company has not accepted any Fixed
Deposits from the Public.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTFLOW:
As required by the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988, the relevant data pertaining to
Conservation of Energy, Technology Absorption and Foreign Exchange
earnings and outgo are given in the annexure ''A'' forming part of this
Report.
INDUSTRIAL RELATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Directors are pleased to record the appreciation and sense of
commitment shown by our employees at all levels and acknowledges their
contribution towards sustained progress of the Company. The relations
between Management and Employees are good. Due to continued losses,
year after year CSR activity could not be taken up.
DIRECTORS:
The Board consists of five directors of whom three are independent
directors.
Notice of meeting has adequately covered re-appointment of Directors to
be in consonance with Companies Act,2013
LISTING AGREEMENT WITH STOCK EXCHANGES:
Listing agreement with the Bombay Stock Exchange Ltd, Mumbai continue
to be listed and the Company has been regular in paying requisite fees.
COMPANY SECRETARY:
The Company advertised for a suitable candidate in a leading English
newspaper in Mysore on 25.05.2009. Only one candidate applied for the
interview. He did not possess the requisite qualification. Upon calling
for interview he did not appear. Continuous efforts are being made in
this respect to identify a suitable candidate keeping in view of the
provisions contained in Companies Act, 2013. The duties are presently
complied by Company''s tax auditing firm''s partner who is a qualified
Company Secretary.
AUDITORS:
M/s Rau & Nathan, Chartered Accountants, (Firm No: 003178S) Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT,
1956:
The particulars are furnished in Annexure B and forms part of
Directors'' Report. DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956 (the Act)
it is hereby declared:
(i) That in the preparation of the annual accounts, the applicable
accounting standards has 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 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
loss of the company for that period;
(iii) That the directors have 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;
(iv) That the directors have prepared the annual accounts on a going
concern basis.
(v) that the internal financial controls are adequate and are operating
effectively
(vi) that the Board has devised proper systems to ensure compliance of
all applicable laws and such systems are adequate and operating
effectively.
CERTIFICATE OF STATUTORY AUDITORS AS REGARDS COMPLIANCE OF CONDITIONS
OF CORPORATE GOVERNANCE:
The Certificate of the Auditors of the Company in regard to this matter
forms part of this Annual Report.
The ISIN number of the scrip is: INE204D01022
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere appreciation of the
services rendered by the Corporation Bank. Your Directors wish to place
on record the valued support and cooperation of Shareholders, Customers
and Suppliers of the Company.
For and on behalf of the Board of Directors
CHAND D.DATWANI
Chairman
Mysore
31st July 2014
Mar 31, 2013
To the Members of Venlon Enterprises Limited
Dear Members,
The Directors have pleasure in presenting the 29th Annual Report on
the Business and Operations of the Company and Financial Results for
the year ended 31st March 2013.
As At As At
FINANCIAL RESULTS 31st March 2013 31st March 2012
Rupees Rupees
01 REVENUE FROM OPERATIONS 276,791,419 327,653,019
Less : Excise Duty 1,981,519 18,189,541
: Net Revenue from Operations 54,809,900 09,463,478
02 OTHER INCOME 1,301,661 2,854,047
1,301,661 2,854,047
03 TOTAL REVENUE [1 2] 266,111,561 322,317,526
04 EXPENSES
Cost of Material Consumed 45,771,781 79,066,939
Purchases of Stock in Trade 4,913,166 9,438,136
Changes in Inventories of Finished
Goods, WIP & Stock in Trade 7,393,312 3,271,948
Employee Benefit Expenses 6,349,613 1,006,827
Finance Cost 8,653,918 2,055,969
Depreciation and Amortization Expenses 6,342,348 3,900,746
Other Expenses 1,962,961 4,355,088
Total Expenses 311,387,099 353,095,653
05 PROFIT / (LOSS) BEFORE EXCEPTIONAL
AND EXTRAORDINARY ITEMS AND TAX [3-4] (45,853,100) 76,496,402
06 EXCEPTIONAL ITEMS 45,853,100 76,496,402
07 PROFIT /(LOSS) BEFORE EXTRAORDINARY
ITEMS AND TAX [5-6] (91,128,637) (107,274,531)
08 EXTRAORDINARY ITEMS
09 PROFIT / (LOSS) BEFORE TAX [7-8] (91,128,637) (107,274,531)
10 TAX EXPENSES
1. Current Tax [MAT] - -
Less: MAT Credit entitlement - -
Net Current Tax - -
2. Deferred Tax liability withdrawn (15,035,973) (32,571,727)
11 PROFIT/[LOSS] FOR THE PERIOD FROM
CONTINUING OPERATIONS [9-10] (76,092,664) (74,702,804)
12 PROFIT /[LOSS] FROM DISCONTINUING
OPERATIONS - -
13 TAX EXPENSES OF DISCOUNTINUING
OPERATIONS - -
14 PROFIT / [LOSS] FROM DISCONTINUING
OPERATIONS [AFTER TAX] [12-13] - -
15 PROFIT / [LOSS] FOR THE PERIOD
[11 14] (76,092,664) (74,702,804)
16 EARNING PER EQUITY SHARE (Basic and
Diluted) (1.74) (1.43)
Note: Figures in bracket indicate loss. Previous year''s figurgs have
been regrouped / reclassified wherever necessary.
DIVIDEND:
Since the unabsorbed loss is persisting, the Directors have not
recommended any dividend for the year.
PROFITABILITY:
Due to adverse market condition in Film segment (main line of activity)
the company did not venture its marketing in that segment and on the
contrary relied upon para and formaldehyde products which marginally
contributed towards recovery of fixed costs. Exchange fluctuation of
Rs. 4,58,53,100 on ECB loan (non cash item) together with depreciation
form major items of Book loss.
FINANCE AND TAXATION:
Existing working capital limits with State Bank of India and
Corporation Bank are operative during the current year. The working
capital limits sanctioned by the aforesaid banks are adequate.
Income tax assessment for the assessment years 2011-12 is complete.
That of 2012-13 is in progress.
INSURANCE:
The Company has adequately insured all its movable and immovable
assets.
FIXED DEPOSITS:
During the year under review, the Company has not accepted any Fixed
Deposits from the Public.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTFLOW:
As required by the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988, the relevant data pertaining to
Conservation of Energy, Technology Absorption and Foreign Exchange
earnings and outgo are given in the annexure ''A'' forming part of
this Report.
INDUSTRIAL RELATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Directors are pleased to record the appreciation and sense of
commitment shown by our employees at all levels and acknowledges their
contribution towards sustained progress of the Company. The relations
between Management and Employees are good. Due to continued losses,
year after year CSR activity could not be taken up.
DIRECTORS:
The Board consists of five directors of whom three are independent
directors.
Particulars of Retiring Directors for re-appointment is disclosed in
Corporate Governance report.
LISTING AGREEMENT WITH STOCK EXCHANGES:
Listing agreement with Bangalore Stock Exchange Ltd., Bangalore and The
Bombay Stock Exchange Ltd, Mumbai continue to be listed and the Company
has been regular in paying requisite fees to them.
COMPANY SECRETARY:
The Company advertised for a suitable candidate in a leading English
newspaper in Mysore on 25.05.2009. Only one candidate applied for the
interview. He did not possess the requisite qualification. Upon calling
for interview he did not appear. Continuous efforts are being made in
this respect to identify a suitable candidate.
AUDITORS:
M/s Rau & Nathan, Chartered Accountants, (Firm No: 003178S) Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT,
1956:
The particulars are furnished in Annexure B and forms part of
Directors'' Report.
DIRECTORS''RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956 (the Act)
it is hereby declared:
(i) That in the preparation of the annual accounts, the applicable
accounting standards has 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 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
loss of the company for that period;
(iii) That the directors have 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;
(iv) That the directors have prepared the annual accounts on a going
concern basis.
CERTIFICATE OF STATUTORY AUDITORS AS REGARDS COMPLIANCE OF CONDITIONS
OF CORPORATE GOVERNANCE:
The Certificate of the Auditors of the Company in regard to this matter
forms part of this Annual Report.
The ISIN number of the scrip is: INE204D01022
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere appreciation of the
services rendered by State Bank of India and Corporation Bank. Your
Directors wish to place on record the valued support and cooperation of
Shareholders, Customers and Suppliers of the Company.
For and on behalf of the Board of Directors
CHAND D DATWANI
Mysore Chairman
30th May 2013
Mar 31, 2012
To the Members of Yenlon Enterprises Limited
The Directors have pleasure in presenting the 28th Annual Report on
the Business and Operations of the Company and Financial Results for
the year ended 31st March 2012.
FINANCIAL RESULTS (Rs. In Lacs)
Current Year Previous Year
31st Mar 2012 31st Mar 2011
01. Income from Operations
a) Net Sales / Income from
Operation 3,077.27 10,500.09
b) Other Operating Income 17.35 -
Total Income 3,094.62 10,500.09
02. Expenditure
a) Cost of Materials consumed 1,790.66 6,803.10
b) Purchases of Stock-in-trade 94.38 2.13
Current Year Previous Year
31st Mar 2012 31st Mar 2011
c) Changes in Inventories of
finished Goods, Work-in-
Progress and Stock-in-trade 32.72 118.45
d) Employee Benefits Expenses 410.06 260.99
e) Depreciation and amortization
expenses 239.01 643.24
f) Other Expenses 743.55 1,724.23
Total Expenditure 3,310.38 9,552.14
03. Profit / (Loss) from Operations
before Other Income and Finance
Costs (215.76) 947.95
04. Other Income 128.54 80.61
05. Profit/(Loss) before Finance Costs (87.22) 1,028.56
06. Finance costs 985.52 273.75
07. Exceptional Items - -
08. Profit / Loss before Tax (1,072.74) 754.81
09. Tax Expenses (Reversal of
Deferred Tax) (325.71) 351.81
10. Net Profit / (Loss) for the year
after Tax (747.03) 403.00
Note: Figures in bracket indicate loss. Previous yearÃs figures have
been regrouped/reclassified wherever necessary.
DIVIDEND:
Since the unabsorbed loss has not been fully wiped off, the Directors
have not recommended any dividend for the year.
PROFITABILITY:
Market/economic conditions are very fluid and in spite of our best
efforts we have been hit by exorbitantly high crude prices affecting
our energy cost due to frequent increases in furnace oil price which is
our prime source of energy. Quality of power supply from KEB is very
poor and cannot be used for our highly automated digitalized
operations. Efforts are being exerted to correct the same with little
success presently, but we are confident that with our continuous
efforts, the profitability will bounce back with ever changing
scenario.
FINANCE AND TAXATION:
Existing working capital limits with State Bank of India and
Corporation Bank are operative during the current year. The working
capital limits sanctioned by the aforesaid banks are adequate.
Income tax assessment for the assessment years 2009-10 is complete.
That of 2010-11 is in progress.
INSURANCE:
The Company has adequately insured all its movable and immovable
assets. FIXED DEPOSITS:
During the year under review, the Company has not accepted any Fixed
Deposits from the Public.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTFLOW:
As required by the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988, the relevant data pertaining to
Conservation of Energy, Technology Absorption and Foreign Exchange
earnings and outgo are given in the annexure forming part of this
Report.
INDUSTRIAL RELATIONS:
Your Directors are pleased to record the appreciation and sense of
commitment shown by our employees at all levels and acknowledges their
contribution towards sustained progress of the Company. The relations
between Management and Employees are good.
DIRECTORS:
The Board consists of five directors of whom three are independent
directors.
Particulars of Retiring Directors for re-appointment is disclosed in
Corporate Governance report.
LISTING AGREEMENT WITH STOCK EXCHANGES:
Listing agreement with Bangalore Stock Exchange Ltd., Bangalore and The
Bombay Stock Exchange Ltd, Mumbai continue to be listed and the Company
has been regular in paying requisite fees to them.
COMPANY SECRETARY:
The Company advertised for a suitable candidate in a leading English
newspaper in Mysore on 25.05.2009. Only one candidate applied for the
interview. He did not possess the requisite qualification. Upon calling
for interview he did not appear. Continuous efforts are being made in
this respect to identify a suitable candidate.
AUDITORS:
M/s Rau & Nathan, Chartered Accountants, (Firm No: 003178S) Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT,
1956:
The particulars are furnished in Annexure B and forms part of
Directors' Report.
DIRECTORSÃ RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956 (this
act), it is hereby declared:
(i) That in the preparation of the annual accounts, the applicable
accounting standards has 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 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 of the company for that period;
(iii) That the directors have 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;
(iv) That the directors have prepared the annual accounts on a going
concern basis.
Cautionary Statement
Statements in this "Management Discussion and Analysis" contain forward
looking statements which may be identified by the use of words in that
directions or connoting the same. All statements that address
expectations or projections about the future, including, but not
limited to statements about the company's strategy for growth, product
development, market position, expenditures and financial results are
forward looking statements.
These are based on certain assumptions and expectations of future
events. The company cannot guarantee that these assumptions and
expectations are accurate or will be realized. The company's actual
results, performance or achievements could thus differ materially from
those projected in any such forward looking statements, on the basis of
any subsequent development, information or events.
CERTIFICATE OF STATUTORY AUDITORS AS REGARDS COMPLIANCE OF CONDITIONS
OF CORPORATE GOVERNANCE:
The Certificate of the Auditors of the Company in regard to this matter
forms part of this Annual Report.
DEMATERIALISATION OF COMPANYÃS EQUITY SHARES:
The Company's Equity Shares have been activated for dematerialisation
with Central Depository Services (India) Limited and with that of
National Securities Depository Limited.
Particulars of the Registrar and Share Transfer Agent (RTA) where
dematerialization request forms along with the physical certificates
will be accepted is as follows:
M/s. Computech Sharecap Limited
147, Mahatma Gandhi Road,
3rd Floor, Jehangir Art Gallary Fort,
Mumbai - 400 023.
The ISIN number of the scrip is: INE204D01022
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere appreciation of the
services rendered by State Bank of India, Corporation Bank and ICICI
Bank. Your Directors wish to place on record the valued support and
cooperation of Shareholders, Customers and Suppliers of the Company.
For and to behalf of the Board of Directors
CHAND D. DATWANI
Chairman
Mysore
30th May 2012
Mar 31, 2010
The Directors have pleasure in presenting the 26th Annual Report on
the Business and Operations of the Company and Financial Results for
the year ended 31st March 2010.
FINANCIAL RESULTS (Rs. In Lacs)
Current Year Previous Year
31.03.2010 31.03.2009
Net Sales 8771.05 8059.06
Profit before interest &
depreciation 448.91 97.89
Interest & financial charges 332.91 368.18
Profit before depreciation 116.00 (270.29)
Depreciation 332.29 318.69
Net Profit (216.29) (588.98)
Provision for Fringe Benefit Tax 0.26 4.50
Provision for Deferred Tax - 278.49
Profit after Tax (216.55) (314.99)
DIVIDEND:
To conserve the financial resources, the Directors have not recommended
any dividend for the year.
PROFITABILITY:
There are no major changes in the scenario of polyester and metallised
film market conditions.
FINANCE AND TAXATION:
Existing working capital limits with State Bank of India and
Corporation Bank are operative during the current year. The working
capital limits sanctioned by the aforesaid banks are adequate.
Income tax assessment for the assessment years 2008-09 and 2009-10 is
in progress.
CURRENT OPERATIONS:
The product mix of manufacture of film, formaldehyde and generation of
wind energy have been so regulated to optimize financial contribution
from each segment to ensure stabilized conditions of the company.
FUTURE PLANS:
With the global energy equation in turmoil, it is prudent to stabilize
and ride over the present situation.
INSURANCE:
The Company has adequately insured all its movable and immovable
assets.
FIXED DEPOSITS:
During the year under review, the Company has not accepted any Fixed
Deposits from the Public.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTFLOW:
As required by the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988, the relevant data pertaining to
Conservation of Energy, Technology Absorption and Foreign Exchange
earnings and outgo are given in the annexure forming part of this
Report.
INDUSTRIAL RELATIONS:
Your Directors are pleased to record the appreciation and sense of
commitment shown by our employees at all levels and acknowledges their
contribution towards sustained progress of the Company. The relations
between Management and Employees are good.
DIRECTORS:
The Board consists of five directors of whom three are independent
directors.
LISTING AGREEMENT WITH STOCK EXCHANGES:
Listing agreement with Bangalore Stock Exchange Ltd., Bangalore and The
Bombay Stock Exchange Ltd, Mumbai continue to be listed and the Company
has been regular in paying requisite fees to them.
COMPANY SECRETARY:
The Company advertised for a suitable candidate in a leading English
newspaper in Mysore on 25.05.2009. Only one candidate applied for the
interview. He did not possess the requisite qualification. Upon
calling for interview he did not appear. Continuous efforts are being
made in this respect to identify a suitable candidate.
AUDITORS:
M/s Rau & Nathan, Chartered Accountants, (Firm No: 003178S) Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT,
1956:
The particulars are furnished in Annexure B and forms part of
Directors Report.
DIRECTORS" RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956 (this
act), it is hereby declared:
(i) That in the preparation of the annual accounts, the applicable
accounting standards has 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 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
loss of the company for that period;
(iii) That the directors have 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;
(iv) That the directors have prepared the annual accounts on a going
concern basis.
CERTIFICATE OF STATUTORY AUDITORS AS REGARDS COMPLIANCE OF CONDITIONS
OF CORPORATE GOVERNANCE:
The Certificate of the Auditors of the Company in regard to this matter
forms part of this Annual Report.
DEMATERIALISATION OF COMPANYS EQUITY SHARES:
The Companys Equity Shares have been activated for demateriaiisation
with Central Depository Services (India) Limited and with that of
National Securities Depository Limited.
Particulars of the Registrar and Share Transfer Agent (RTA) where
dematerialization request forms along with the physical certificates
will be accepted is as follows:
M/s. Computech Sharecap Limited 147, Mahatma Gandhi Road, 3rd Floor,
Jehangir Art Gallary Fort.Mumbai - 400 023.
Up to 30/09/2010
From 01/10/2010
M/s Alpha Systems Pvt Ltd., 30, Ramana Residency, 4th Cross, Sampige
Road, Malleswaram, Bangalore -560003
The ISIN number of the scrip is: INE204D01022
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere appreciation of the
services rendered by State Bank of India, Corporation Bank and ICICI
Bank. Your Directors wish to place on record the valued support and
cooperation of Shareholders, Customers and Suppliers of the Cornpany.
For and on behalf of the Board Directors
CHAND D. DATWANI
Mysoure Chairman
29th May,2010