Mar 31, 2014
Dear members,
The Directors submit their report and Audited account for the year
ended 31st March, 2014.
1. FINANCIAL RESULTS:
Financial Year Financial Year
ended ended
31st March 31st March
2014 (Rs.) 2013 (Rs.)
Turn Over
Profit/(Loss) before interest, (16,01,164) (15,70,860)
Depreciation & Taxes.
Add Depreciation 4,05,925 4,08,961
Profit/(Loss) for the year (20,07,089) (19,79,821)
Balance brought forwarded (41,83,21,070) (41,63,41,249)
From last year.
(Loss) carried to Balance Sheet (42,03,28,159) (41,83,21,070)
2. DIVIDEND:
In view of accumulated loss, your Directors regret their inability to
recommend any dividend.
3. PERFORMANCE:
The Scheme of Rehabilitation of the company under consideration of BIFR
provides, inter-alia, road map on commencing production at commercial
level, gradual capacity buildup and establishment of viability of the
company in long term prospective. The management aspires to pursue said
road map after the same being approved by the apex body considering
availability of smother passage the approval mark of the apex body
carries.
4. HUMAN RESOURCES & INDUSTRIAL RELATIONS:
Industrial relations remained more or less cordial during the year.
5. BANK & INSTITTIONAL DUES:
The company has no due to bank &/or financial institutions at present.
6. STATUTORY DUES:
The Directors have pleasure to state that the company continues to pay/
deposit all statutory dues to the extent lying undisputed generally in
time not-withstanding its Sick status.
There is also no default in payment to creditors for goods and services.
7. BIFR STATUS:
As reported earlier that the company has been declared sick by the
Hon''ble BIFR under the provisions of SICA. Subsequently OA as per
instruction of the Hon''ble BIFR advised the company for Board''s /
Members approval for derating of share capital and conversion of a part
or entire unsecured loan mobilized from promoters sources in to equity.
Accordingly company accorded share holders approval through postal
ballot for derating of equity / preference share capital by reducing
the face value by 60% and sub-dividing balance face value (Rs. 4/- per
share) in to four fully paid shares of Rs. 1/- each, beside conversion
of Rs.3,40,61,000/- of unsecured loan from promoter''s group in to
3,40,61,000 fully paid equity shares of Rs. 1/- each at per. However
operationalisation of this resolution had been laid subject to the
approval of scheme by the Hon, ble BIFR.
DRS in revised context of above was submitted to OA and the latter
after examination of the same forwarded it to the Hon,ble BIFR on 18th
April, 2013 for scrutiny and circulation among the interested parties.
However subsequently on three occasions (Dated 02.08 2013,18.12.2013&
25.03.2014) BIFR issued deficiency letters which had been replied by
the company through proper channel. Your company is hopeful of approval
of revised DRS from appropriate quarters in near future.
8. DIRECTORS:
Shareholders approval has been sought in the ensuing Annual General
Meeting for Mr Prabir Choudhury and Mr Malay Sengupta the existing
Independent Directors to appoint them as Independent Directors in terms
of section 149 (10) & (11) of the Companies Act, 2013.
9. AUDITORS:
M/s G. Basu & Co, retires as auditor of the company and being eligible,
offer themselves for re- appointment.
10. CORPORATE GOVERNANCE:
Your company has generally complied with the applicable provisions of
the listing Agreements with the Stock Exchanges where it''s shares are
listed. A separate report on Corporate Governance along with the
auditors certificate on it''s compliance is annexed in this Annual
Report.
Report on Management discussion and analysis appears in para -11 of
Corporate Governance Report.
11. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT & TECHNOLOGY
ABSORPTION, FOREIGH EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under subsection (i)(e) of Section -217
of the Companies Act,1956, read with the Companies(Disclosure of
particulars in the report of the Board of Directors) Rules, 1988, are
set-out in the annexure which form part of this report.
12. PARTICULARS OF EMPLOYEES:
No one was employed during the whole or part of the year drawing
remuneration attracting disclosure under section 217(2A) of companies
act 1956.
13. AUDITORS REPORT:
The observations of the Auditors when read with corresponding reference
in Notes on Account will be found self explanatory.
14. DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 217 (2AA) of the companies Act,1956, your
directors confirm having :
a) Followed in the preparation of the Annual Accounts, the applicable
accounting standards with proper explanation relating to departures, if
any.
b) 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 your company as at
31st March,2014 and of the Loss of the company for the year ended on
that date.
c) Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the companies
Act, 1956 for safeguarding the assets of your company and for
preventing and detecting fraud and other irregularities.
d) Prepared the Annual Accounts on a going concern basis
notwithstanding negative net worth on the ground of confidence of Board
of Directors on the potentiality of the company to revive, subject to
application of working rehabilitation strategy.
15. ACKNOWLEDGEMENT:
Your directors express their appreciation for support extended by the
employees, customers, vendors and other agencies. The members wish to
place on record their sincere appreciation for the wise counsel,
guidance and co-operation extended, by all. The Board express as
thanks and gratitude to shareholders for their continued confidence
reposed on the management.
For and on behalf of the Board
(SUNIL KHETAWAT)
(Managing Director)
Place: Kolkata
Dated: 28th May 2014
Mar 31, 2010
The Directors submit their report and Audited account for the year
ended 31st March,2010.
1. FINANCIAL RESULTS:
Financial Year 18th months
ended 31st period ended
March 31st March
2010 (Rs.) 2009 (Rs.)
Turn Over 4,08.865 3,92,11,399
Profit/(Loss) before interest, (18,89,171) (1,09,11,055)
depreciation & Taxes.
Add: Interest - (24,40,633)
Depreciation (6,83,139) (6,83,139) (18,18,545) (42,59,178)
Profit/(Loss) for the (25,72,310) (1,51,70,233)
Year
Less: Extra Ordinary Item 95,93,000 72,19,29,758
reversal of impairment loss
(Previous period waiver of
Interest by Banks) -
Net Profit/(Loss) after 70,20,690 70,67,59,525
Extra Ordinary Item
Balance brought forwarded (43,95,36,290) (1.14,62,95,815)
from last year.
(Loss) carried to
Balance Sheet (13,25.15,600) (43,95,36,290)
2. DIVIDEND :
In view of accumulated loss, your Directors regret their inability to
recommend any dividend.
3. SIGMENTWISE PERFORMANCE :
Pursuant to the decision of the management duly approved by the
shareholders to dispose of all assets of OFC Division apart from
discontinuing its operation , the company at present operate in one
segment only i.e. SWD without further calling for furnishing segment
report underAS-17.
3.1. STEEL WIRE:
The turnover of this division for the year under review was meager
Rs.4.09 Lacs as against Rs.392.11 Lacs in previous period.
As reported earlier outflow from resources mobilised by the promoters
towards meeting the dues of Banks and Financial Institution under OTS
affected the working capital base so adversely that our achivement of
production of the division area of break-even-level is proving too
difficult a task. This led to suspension of work in lone working
division since July2008.
From December2009 the division started conversion of wire rod to HB
wires but the said activity was also discontinued in early of Feb."2010
for want of bulk order.
The management deeply regrets its inability to strict to its
assurance to the effect of operational improvement subsequent to
completion of OTS for reason beyond its control. However, management is
hopeful that after sanction of the rehabilitation scheme by the Honble
BIFR and sale of Land & Building of Optical Fibre Cable Division
situated at Shoghi Shimla in H.P. they will be able to restart
activities in the steel wire unit in a viable proposition. Asset sale
committee for disposal of assets of OFC Division has already been
formed.
3.2. OPTICAL FIBRE CABLE :
The unit continues to be defunct like previous period, Profit of the
year before interest and depreciation was Rs. 12.38 lacs excluding
extraordinary item Rs. 95.93 lacs for reversal of impairment loss on
building (against loss of Rs.30.48 lacs in previous period). This is
mainly on account of realisation Rs.34.67 lacs from a erstwhile
customer which was earlier written off as bad debts.
The unit has been declared discontinued operation. Assets therein are
held for sale at present.
3.3 CLASS OF BUSINESS IN WHICH COMPANY HAS AN INTEREST :
Power cable industry, transmission industry, power generating units and
railways are the major consumer of Steel Wire Product. Baring power
generating units run by various electricity boards, condition of other
major consumer of steel wire product are more or less stable at
present. As such notwithstanding prolonged suspension of production
exceeding over a year the company unlikely to face any serious hardle
in making break through among its notable ciinets due to its years old
association added by considerable goodwill at their end.
Proposed issue of zero coupon Redeemable Preference shares redeemable
at the option of the company within a period not exeeding twenty years.
Subject to approval for amendments of Memorandum and Artica|s of
Association and issuance of unlisted preference shares for private
placement within the meaning of section 81 of the companies act, 1956
whole or substantial part of unsecured loans poised for conversion
atpar into Zero coupon Redeemable Preference Shares redeemable at the
option of the company within a period not exceeding Twnety Years. Such
measures is aimed at enhancing the capital base of the company with the
object of running its affairs in relatively more viable perspective.
4. HUMAN RESOURCES & INDUSTRIAL RELATIONS :
Industrial relationship remained more or less cordial during the year.
5. BANK & INSTITUTIONAL DUES :
The company has no dues to the Bank & Institutional at present.
6. STATUTORY DUES :
The Directors have pleasure to state that the company continues to pay
/ deposit all statutory dues to the extent lying undisputed generally
in time not-withstanding Sick status accorded to it by Honble BIFR.
There is also no default in payment to creditors for goods and
services.
7. BIFR STATUS :
As reported earlier that the company has been declared sick by the
Honble BIFR. As per instruction of the Honble BIFR the company will
have to submit revised Draft Rehabilitation Scheme to IDBI Bank (OA)
which will be furnished after sale of Land & Building of OFCD.
8. DIRECTORS :
There is no change in the Director during the year under review. Mr. P.
Choudhury retired in ensuing annual general meeting and being eligible
has offered for reappointment.
9. AUDITORS :
M/s G. Basu & Co, retires as auditor of the company and being eligible,
offer themselves for re- appointment.
10. CORPORATE GOVERNANCE :
Your company has generally complied with the applicable provisions of
the listing Agreements with the Stock Exchanges where its shares are
listed. A separate report on Corporate Governance along with the
auditors certificate on its compliance is annexed in this Annual
Report.
11. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT & TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under subsection (i)(e) of Section -217
of the Companies Act, 1956, read with the Companies(Disclosure of
particulars in the report of the Board of Directors) Rules, 1988, are
set-out in the annexure included in this report.
12. PARTICULARS OF EMPLOYEES :
No one was employed during the whole or part of the year drawing
remuneration attracting disclosure of particulars under section 217(2A)
of companies act 1956.
13. AUDITORS REPORT :
The observations of the Auditors when read with corresponding reference
in Notes on Account will be found self explanatory.
14. DIRECTORS RESPONSIBILITY STATEMENT :
As required under section 217 (2AA) of the companies Act, 1956, your
directors confirm having:
a) followed in the preparation of the Annual Accounts, the applicable
accounting standards with proper explanation relating to departures, if
any.
b) 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 your company as at
31st March,2010 and of the profit of the company for the year ended on
that date.
c) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the companies
Act, 1956 for safeguarding the assets of your company and for
preventing and detecting fraud and other irregularities.
d) Prepared the Annual Accounts on a going concern basis
notwithstanding negative net worth on the ground if confidence of Board
of Directors on the potentiality of the company to revive subject to
application of working rehabilitation strategy.
15. ACKNOWLEDGEMENT:
Your directors express their appreciation for support extended by the
customers, vendors and other agencies. The members wish to place on
record their sincere appreciation for the wise counsel, guideline and
co-operation extended, by all. The Board express thanks and gratitude
to shareholders for their continued confidence posed on the management.
For and on behalf of the Board
SUNIL KHETAWAT
(Managing Director)
Place: Bhilai
Dated : 28th Auguest, 2010
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