Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the 40th Annual Report
together with the audited financial statements for the year ended
March, 31 2015. The Management Discussion and Analysis has also been
incorporated into this report.
1. HIGHLIGHTS OF PERFORMANCE:
* There has not been any manufacturing / business activity in the
Company and therefore there was no revenue from operations. Other
Income of the Company for the year was Rs. 529.26 Lakhs as compared to
Rs.95.84 Lakhs.
* Net sales for the year were Nil as compared to NiL in the previous
year, no change;
* Profit before tax for the year was Rs. 374.03 Lakhs as compared to
loss of Rs. 497.09 Lakhs in the previous year;
* There is no Tax Liability on the profits for the year and therefore
the profit after tax for the year remained at Rs. 374.03 Lakhs as
compared to Loss of Rs. 880.65 Lakhs in the previous year which
includes provision of earlier operation years assessed liabilities of
Income Tax and Commercial Tax to the tune of Rs.383.56 Lakhs.
2. FINANCIAL RESULTS:
The Summarized financial results are as under: (Rs. In Lakhs)
Particulars Year ended Year ended
31.03.2015 31.03.2014
Revenue from operation 0.00 0.00
Other Income 529.26 95.85
Total Income 529.26 95.85
Total Expenses 148.44 442.22
Profit/Loss before Interest, Depreciation 380.81 (346.37)
&Tax (EBIDTA)
Less: Interest 0.00 0.00
Less: Depreciation and amortization 6.78 150.72
expenses
Profit /Loss before Tax 374.06 (497.09)
Less: (a) Current Tax 0.00 0.00
(b) Deferred Tax 0.00 0.00
(c) Earlier year (Income Tax - 383.56
and Commercial Tax)
Net Profit/Loss for the year 374.03 (880.65)
Add: Loss brought forward from previous year (4936.81) (4056.16)
Accumulated Losses Carried to Balance Sheet (4562.78) (4936.81)
Paid up Equity Share Capital 940.08 940.08
Earnings per share (Rs.10/- each) Basic 3.98 (9.37)
& Diluted (in Rs.)
2. DIVIDEND:
Due to requirement of the long term financial resources and cover huge
accumulated losses of the previous financial years your directors
proposes to preserve the profits for the growth of the company and do
not recommend any dividend for the year 2014-15. (previous year 2013-
14 Rs. Nil)
3. SHARE CAPITAL & LISTING:
The paid up Equity Share Capital as on 31st March, 2015 was Rs. 940.07
Lakhs divided into 94,00,750 equity shares of Rs. 10/- each. During the
year under review, it has not issued shares with differential voting
rights nor granted stock options nor sweat equity. As on 31st March,
2015, none of the Directors of the Company hold convertible instruments
of the Company. The Company''s some of the shares issued on preferential
basis are not listed by the stock exchanges and the Company is making
efforts to regularize the same by way of listing at the BSE.
SEBI has passed an order on June 09th, 2015 providing the exit to
Madhya Pradesh stock Exchanges Limited (MPSE). For derecognisation,
therefore now the Company''s shares are listed with the BSE only.
3.1 Transfer to Reserve:
During the year your company has transferred Rs. 50.00 Lakhs to the
General Reserves. Previous year Nil.
4. FINANCE:
Cash and cash equivalent as at 31st March, 2015 was Rs. 4.07 Lakhs. The
Company continues to focus on judicious management of its working
capital. Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
4.1 Deposits:
The Company has not accepted deposit from the public falling within the
ambit of Section 73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules, 2014 and there were no remaining
unclaimed deposits as on 31st March, 2015.
4.2 Particulars of loans, guarantees or investments:
The Company has not provided any loans and guarantees and not made any
investments pursuant to Section 186 of the Companies Act, 2013. The
Company has not given advance against salary or otherwise to employees
of the Company as per the terms of appointment and the Company''s policy
on which no interest were charged.
5.OVER ALL REVIEW AND FUTURE PROSPECTS:
The Company had no manufacturing/business activity during the year
ended on 31/03/2015. The management of the Company continued making
the efforts for rehabilitation of the Company and in course of that
succeeded in settlement of dues of loan accounts of SBI, IDBI, IFCI,
MPSIDC and MPAVN by way of OTS, by the financial support of Abhimanyu
Agro Pvt. Ltd. and Rani Agro Pvt. Ltd. During the financial year
Company had paid off the OTS dues of IDBI also. The management of the
Company is also making efforts to settle the only left secured
creditors Madhya Pradesh Financial Corporation by way of OTS.
After satisfying the terms of OTS, during the year, the Company has
written off a sum of Rs.45601978/- being the credit balance of settled
loan accounts considering the same as waiver which has resulted into a
net profit of Rs.37403252/- for the year ended 31st March''2015. This
year''s net profit has reduced the accumulated losses to Rs.4562.78 Lacs
as against the previous year''s accumulated losses of Rs.4936.81 Lacs.
The members are well aware of the facts that the Company''s entire net
worth had already been eroded long back and based on Audited Balance
Sheet as at 30 Sept.''2008, the Hon''ble BIFR had declared the Company as
a SICK INDUSTRIAL COMPANY in terms of section 3(1) (o) of Sick
Industrial Companies (Special Provisions) Act, 1985 and appointed the
IDBI as the Operation Agency.
The Board of Directors of the Company is making best efforts to
re-store the manufacturing activity of the Company as early as
possible.
6. FINANCIAL REVIEW AND STATUS OF SICKNESS:
Your directors report that based on the Financial Statements as at 30th
Sept., 2008 a reference u/s 15(1) of SICA (SP) Act, 1985 has been filed
by the Company with the BIFR and the same has been registered as Case
no. 27/2009 on 13 th July, 2009. The BIFR vide its order of hearing
held on 6th Jan., 2010 declared the company as a Sick Industrial
Company in terms of section 3(1)(o) of SICA (SP) Act, 1985 and
appointed IDBI as the Operating Agency. The DRS for rehabilitation of
the Company is under preparation.
Since there was no manufacturing/business activity, the management has
taken a decision ''NO WORK NO PAY'' and therefore no provision for
employees remunerations were made in the books of accounts for the year
ended 31st March, 2015
In view of the settlement process no provision has been made for the
interest on institutional borrowings for the year under review as per
policy followed in previous years.
7. HUMAN RESOURCES:
Many initiatives have been taken to support business through
organizational efficiency, process change support and various employee
engagement programmes which has helped the Organization achieve higher
productivity levels. A significant effort has also been undertaken to
develop leadership as well as technical/functional capabilities in
order to meet future talent requirement.
The Company''s HR processes such as hiring and on-boarding, fair
transparent online performance evaluation and talent management
process, state-of-the-art workmen development process, and market
aligned policies have been seen as benchmark practices in the Industry.
During the year under review, the following Human Resources initiatives
received greater focus:
* Employer of Choice: Employees are encouraged to express their views
and are empowered to work independently. Employees are given the
opportunity to learn through various small projects which make them
look at initiatives from different perspectives and thus provide them
with a platform to become result oriented. This has helped greatly in
overall development of the employee and has significantly arrested the
attrition rate.
* Leadership Development: As a part of leadership development, talented
employees have been seconded to the senior leadership team to mentor
them and prepare them for the next higher role.
* Industrial Relations: The Company''s manufacturing activities has been
stopped since long. However, there is no problem with the labour and
industrial relations on assuming the manufacturing activities by the
Company in future.
7.1 Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. No complaint was received
during the year under review.
8. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY:
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
at the meetings of the Audit Committee and the Board. The Board of
Directors of the Company has constituted Risk Management Committee to
identify area of risk and remedy for the same.
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit (IA) function is defined in the Internal Audit Charter.
To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board.
Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of the Board.
Presently the Company is facing risk for revival of the manufacturing
facilities due to its financial sickness further that once it started
manufacturing activities, the Company shall have great challenges of
the up gradation of the plant and machineries make new contracts with
the buyers, competition with the existing players in the market etc.
9. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named vigil mechanism/whistle blower
Policy to deal with instance of fraud and mismanagement, if any. The
details of the Vigil Mechanism Policy is explained in the Corporate
Governance Report and also posted on the website of the Company (Link-
http://www.gajrabevel.com/) and annexed as annexure 6.
10. SUBSIDIARY COMPANIES, AUDITED FINANCIAL STATEMENTS OF THE COMPANY''S
SUBSIDIARIES:
The Company does not have any subsidiary, associate or joint venture
company at the beginning or any time during the year 2014-15, therefore
it has provided standalone financial statements for the year 2014-15.
11. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONALS:
11.1 Executive Directors and KMPs:
At the Annual General Meeting (AGM) of the Company held on September
30th 2014, the Members had re-appointed Mr. Surendra Singh (DIN
01260862) Director and also confirm appointment of Mrs. Rani Singh,
(DIN 01015696), Woman Director who was appointed as a additional
director w.e.f. 14th August, 2014.
Mrs. Rani Singh (DIN: 01015696) director is liable to retire by
rotation and being eligible offer herself for re-appointment as
director of the Company.
11.2 Independent Directors:
Mr. Parmal Singh Raghuwanshi (DIN: 01239211 ), Mr. Dwarika Prasad Soni
(DIN: 02616313 ) were appointed as the Independent Directors under the
Companies Act, 2013 for a term of 5 years with effect from 1st April
2014.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
11.3 Other Key Managerial Persons:
The Board of Directors has appointed Mr. Atul Rangenkar as a CFO Ms.
Shivani Khandelwal as a CS (ACS 34141) and Mr. Ranveer Singh as a CEO
as required under section 203 of the Companies Act, 2013 on the
recommendation of the Nomination & Remuneration Committee and
designated them as the Key Managerial Personnel.
11.4 Number of meetings of the Board:
The Board meets at regular intervals to discuss and decide on
Company/business policy and strategy apart from other Board business.
However, in case of a special and urgent business need, the Board''s
approval is taken by passing resolutions through circulation, as
permitted by law, which are confirmed in the subsequent Board meeting.
The notice of Board meeting is given well in advance to all the
Directors. Usually, meetings of the Board are held in Indore, (M.P.).
The Agenda of the Board/Committee meetings is circulated at least seven
days prior to the date of the meeting. The Agenda for the Board and
Committee meetings includes detailed notes on the items to be discussed
at the meeting to enable the Directors to take an informed decision.
The Board met 4 (Four) times in financial year 2014-15 viz., on 30th
May, 2014, 14th August, 2014, 14th Nov., 2014 and 13th Feb., 2015. The
maximum interval between any two meetings did not exceed 120 days.
11.5 Board independence:
Our definition of ''Independence'' of Directors is derived from Clause 49
of the Listing Agreement with Stock Exchanges and Section 149(6) of the
Companies Act, 2013. Based on the confirmation/disclosures received
from the Directors and on evaluation of the relationships disclosed,
the following Non-Executive Directors are Independent in terms of
Clause 49 of the Listing Agreement and Section 149(6) of the Companies
Act, 2013:-
(a) Shri Parmal Singh Raghuwanshi;
(b) Shri Dwarika Prasad Soni
11.6 Company''s policy on Directors'' Appointment and Remuneration:
The Policy of the Company on Directors'' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section
(3) of section 178, is annexed herewith as "Annexure 4" and also
uploaded on Company''s website. (Link: - http: //www .gaj rabevel.com/)
11.7 Annual evaluation by the Board:
The evaluation framework for assessing the performance of Directors
comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings.
ii. Quality of contribution to Board deliberations.
iii. Strategic perspectives or inputs regarding future growth of
Company and its performance.
iv. Providing perspectives and feedback going beyond information
provided by the management.
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and
subsequently assessment by the Board of Directors. Member of the Board
not participated in the discussion of his/her evaluation.
12. DIRECTORS'' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
(a) that in the preparation of the annual financial statements for the
year ended 31st March, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
(b) that such accounting policies as mentioned in annexed to financial
statements as annexure-I of the Notes to the Financial Statements have
been selected and applied consistently and judgment and estimates have
been made 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, 31st 2015 and
of the profit of the Company for the year ended on that date;
(c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) that the annual financial statements have been prepared on a going
concern basis;
(e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
(f) that proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
13. COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board
has the following 5 (Five) Committees as follows:
(1) Audit Committee
(2) Nomination and Remuneration Committee
(3) Stakeholders'' Relationship Committee
(4) Risk management Committee
(5) Internal Complaints Committee (ICC) under the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the "Report on
Corporate Governance", a part of this Annual Report.
14. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on an arm''s length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee
and also the Board for approval. The transactions entered into are
audited and a statement giving details of all related party
transactions is placed before the Audit Committee and the Board of
Directors for their approval. The statement is supported by a
Certificate from the Director and the CFO. The Company has developed a
Related Party Transactions Operating Procedures for purpose of
identification and monitoring of such transactions.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company''s website (Link:- http://www.gairabevel.coml).
A disclosure as required under section 134(3)(h) of the Companies Act,
2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 being
enclosed in the AOC-2 as "Annexure 1" with the Board''s Report.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the
Company and its future operations.
16. AUDITORS, THEIR COMMENTS AND MANAGEMENT REPRESENTATION:
16.1 Statutory Auditors Appointment:
The Company''s Auditors, M/s O.T. Gandhi & Company, Chartered
Accountants, who were appointed for a term of three years at the 39th
Annual General Meeting of the Company held on 30th Sept, 2014 are
eligible for ratification of their appointment. They have confirmed
their eligibility under Section 141(3)(g) of the Companies Act, 2013
and the Rules framed there under for ratification for appointment as
Auditors of the Company. Further, the report of the Statutory Auditors
along with notes to the Schedules is enclosed to this report. The
observations made in the Auditors'' Report are self-explanatory and
therefore do not call for any further comments.
16.2 Cost Auditors:
Pursuant to the Orders of the Central Government under the provisions
of section 148 and all other applicable provisions of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, the
Company is not required to appoint the Cost Auditors for the year
2014-15. As per opinion provided that being there is no manufacturing
activities in the Company, the Company is not required to maintain the
cost accounting records, hence no cost records has been maintained by
the management.
16.3 Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed CS Naveen Kumar Jain,
Company Secretaries to undertake the Secretarial Audit of the Company.
The Report of the Secretarial Audit Report in Form MR-3 is annexed
herewith as "Annexure 2".
The observations made by the Secretarial Auditors and the management
representation thereon are as under:
1. That the Company has filed the Form 23AC, ACA (XBRL Format) for the
Filing the Financial Statement with delayed a period of 33 days to the
ROC with the adequate Additional Filing Fees and Form MGT-10 (4 Forms)
also filled delayed to the ROC after prescribed period with the
adequate additional filing fees.
Management Comment/Explanations:- Form 23AC & ACA XBRL is delayed by 33
days because of the technical reasons. Further the Company was filing
Form MGT-10 (4 Forms) attach with the Form GNL-2 for change in the 2%
or more shares of the Company in respect of promoters and top 10
shareholders of the Company. However, after availability of e-Form
MGT-10 for e-filing, it was 2% of the respective promoters and top 10
shareholders holding and due to that uncertainty, the Company has filed
form MGT-10 after some delay with the adequate filing fee.
2. For 17,81,200 shares and 2,53,000 shares allotted previously under
the preferential issue on restructuring of debts liabilities and to the
promoters for which listing application is being made. *As per BSE
Records the Number of Listed shares are 79, 95,400. Management
Comment/Explanations: The Company is in touch with the BSE authorities
and application to BSE for listing of the aforesaid securities allotted
by way of preferential issue and reconciliation of the issued,
subscribed and paid up capital and listed capital is in process.
3. Secured loans from Life Insurance Corporation of India (charge-id
90202147) which were repaid/set off by modification, etc. long back,
but still appearing on the portal of the MCA under the Index of Charges
for which corrective measures needs to taken for deletion of such
charges.
Management Comment/Explanations: The Company is making efforts to
search the Form 17 filed by the Company and removal of the Charge ID
from the MCA.
16.4. Disclosure for frauds against the Company:
In terms of the provisions of section 134(3)(ca) of the Companies Act,
2013, there were no fraud committed against the Company and any person
which are reportable under section 141(12) by the Auditors to the
Central Government as well as non reportable frauds during the year
2014-15.
17. ENHANCING SHAREHOLDERS VALUE:
Your Company believes that its Members are among its most important
stakeholders. Accordingly, your Company''s operations are committed to
the pursuit of achieving high levels of operating performance and cost
competitiveness, consolidating and building for growth, enhancing the
productive asset and resource base and nurturing overall corporate
reputation. Your Company is also committed to creating value for its
other stakeholders by ensuring that its corporate actions positively
impact the socio-economic and environmental dimensions and contribute
to sustainable growth and development.
18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of the Companies
(Accounts) Rules, 2014, is annexed herewith as "Annexure 5".
19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
A. Financial Arrangement:
The company had suffered with heavy financial losses in earlier years
and was declared a Sick Industrial Company under the provisions of SICA
by the hon''ble BIFR vide hearing held on 6th January 2010 appointing
the IDBI as the Operating Agency to work out a rehabilitation scheme
for the Company.
In process of revival efforts being made by the management of the
Company, your Company has obtained unsecured loans of Rs. 2746.59 Lakh
from their associate companies to settle the secured dues of State Bank
of India, IDBI, IFCI, MPSIDC and MPAVN. Your directors place on record
their sincere thanks to the new lenders for their confidence in the
management of the company.
B. Industry Structure and developments:
Your company was having status as a major player in heavy/medium/light
commercial vehicle segment, tractor segment and utility vehicle
segment. Since, it has closed down the production activities, its most
of the existing marketing network has been totally disturbed and it has
to take effective steps to further establish its products in the market
when it would be able to resume the production activities.
C. Risk and Concerns:
Your company was catering the needs of almost all sector of
differential gear industry. Due to the financial sickness in earlier
years there is no manufacturing and business activity in the Company
after 31st Oct. 2006 and because of that the market share of the
Company has been taken over by its competitors. The management of the
Company is putting best efforts to restore its manufacturing and
business activities as early as possible with the essential repair of
existing plant and machinery and confident of taking production to the
quality standard as it used to take in its operational years. The age
of plant and machinery is not going to significantly effect the quality
of its production. Being remained out of market since Nov. 2006 the
Company might face a tough competition from existing market rulers.
Your management is confident of getting a good support of its past
brand equity image to restore the market but even than the element of
risk in setting up the market of Company products is there. Further
that apart from the normal risk, demand-supply conditions, raw material
prices, changes in government regulations, tax regimes, and economic
developments within the country and globally may have direct or
indirect impact on the operations of the Company.
20. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 for the year ended 31st March, 2015 is annexed herewith as
"Annexure 3
21. CORPORATE GOVERNANCE:
In terms of the SEBI Circulars No. CIR/CFD/POLICY CELL/7/2014 dated
September 15, 2014, the compliance of clause 49 is not mandatory by the
Company after 1st Oct., 2014. However, your Company firmly believes
and adopts the highest standard of practice under Corporate Governance.
However as per Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section on corporate governance practices
followed by the Company, together with a certificate from the Company''s
Auditors confirming compliance forms an integral part of this Report.
Certificate of the Chief Executive Officer and Chief Financial Officer
of the Company pursuant to provisions of Clause 49(IX) of the Listing
Agreement, and the auditors certificate on Compliance of Corporate
Governance under clause 49(XI) of the Listing Agreement for the year
under review was placed before the Board of Directors of the Company at
its meeting held on 14th August, 2015
A copy of the certificate on the financial statements for the financial
year ended 31st March, 2015 is annexed along with this Report.
22. PARTICULARS OF REMUNERATION OF EMPLOYEES:
During the year, none of the employees received remuneration in excess
of Rs. 60 Lakhs or more per annum. In accordance with the provisions of
Section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Therefore there is no information to disclose in terms of the
provisions of the Companies Act, 2013.
23. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical
dealings/behaviors of any form and the Board has laid down the
directives to counter such acts.
The code laid down by the Board is known as "code of business conduct"
which forms an Appendix to the Code. The Code has been posted on the
Company''s website (Link:-http ://www.gajrabevel.com) The Code lays down
the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their
business dealings and in particular on matters relating to integrity in
the work place, in business practices and in dealing with stakeholders.
The Code gives guidance through examples on the expected behavior from
an employee in a given situation and the reporting structure.
24. PREVENTION OF INSIDER TRADING:
In view of the SEBI (Prohibition of Insider Trading) Regulation,
1992/2015 the Company has adopted a Code of Conduct for Prevention of
Insider Trading with a view to regulate trading in securities by the
Directors and designated employees of the Company.
The Code requires Trading Plan, pre-clearance for dealing in the
Company''s shares and prohibits the purchase or sale of Company shares
by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed.
25. ACKNOWLEDGEMENTS:
Your directors would like to express their grateful appreciation for
assistance and cooperation received from the BIFR and IDBI, Operating
Agency appointed by the BIFR, and Members of the Company for their
confidence and support to the management of the company in the adverse
financial conditions and hope that with their continuing and active
support, the Company may revive and shall be able to perform well in
coming years.
26. CAUTIONARY STATEMENT
Statements in the Board''s Report and the Management Discussion &
Analysis describing the Company''s objectives, expectations or forecasts
may be forward-looking within the meaning of applicable securities laws
and regulations.
Actual results may differ materially from those expressed in the
statement. Important factors that could influence the Company''s
operations include global and domestic demand and supply conditions
affecting selling prices of finished goods, input availability and
prices, changes in government regulations, tax laws, economic
developments within the country and other factors such as litigation
and industrial relations.
For and on behalf of the Board
Place: Indore SURENDRA SINGH
Date14.08.2015 Chairman
DIN01260862
Mar 31, 2014
Dear Member,
The Directors presents their 39th Annual Report on the business and
operation of the company together with the Audited Balance Sheet as at
31st March, 2014 and the Statement of Profit and Loss for the period
ended 31st March, 2014 (9 months from 1st July, 2013 to 31st March,
2014).
FINANCIAL RESULTS: Rs. In Lacs
Particulars 01.07.2013 to 01.10.2012 to
31.03.2014 30.06.2013
Revenue from operation 0.00 0.00
Other Income 95.85 0.10
Total Income 95.85 0.10
Total Expenses 442.22 6.94
Profit/Loss before Interest, Depreciation & Tax (346.37) (6.84)
(EBIDTA)
Less: Interest 0.00 0.00
Less: Depreciation and amortization expenses 150.72 17.98
Profit /Loss before Tax (497.09) (24.82)
Less: (a) Current Tax 0.00 0.00
(b) Deferred Tax 0.00 0.00
(c) Earlier year (Income Tax and Commercial 383.56 0.00
Tax)
Net Profit/Loss for the year (880.65) (24.82)
Add: Loss brought forward from previous year (4056.16) (4031.34)
Accumulated Losses Carried to Balance Sheet (4936.81) (4056.16)
Paid up Equity Share Capital 940.08 940.08
Earning per share (Rs.10/- each) Basic & Diluted (9.37) (0.26)
(in Rs.)
DIVIDEND:
Looking into the continuous losses being incurred by the company and
huge accumulated losses of the previous financial years, it is not
possible for the Board to recommend any dividend for the year under
review (Previous year Nil).
OVERALL REVIEW AND FUTURE PROSPECTS:
There was no manufacturing / business activity during the year ended on
31.03.2014 ( 9 months year from 1st July''2013 to 31st March''2014). The
management of the Company continued making the efforts for
rehabilitation of the Company and in course of that succeeded in
settlement of dues by way of OTS with IDBI, IFCI, MPAVN and MPSIDC. By
the financial support of Abhimanyu Agro Pvt. Ltd. and Rani Agro Pvt.
Ltd. the payments of OTS have also been made during the year. The
management of the Company is also making efforts to settle the only
left secured creditor M.P. Financial Corporation by way of OTS.
Though the Company has made efforts to reduce its administrative and
other expenses to avoid further losses but due to amortization, in
total, of outdated Technical Know-how and Research and Development
expenses to the tune of Rs.145.60 Lacs and by making provision for
unchallenged assessed demands of earlier years in respect of Income Tax
and
Commercial Taxes to the tune of Rs.383.56 Lacs the Company has to
suffer with losses of Rs. 880.65 Lacs during the year 2013-14 (Previous
year losses Rs.24.82 Lacs). This resulted the accumulation of losses up
to the year end to tune of Rs.4936.81 Lacs as against the accumulated
losses of Rs.4056.16 Lacs up to the previous year. The members are
aware of the fact that the Company''s entire network had already been
eroded long back in the year ended 30th Sept.2008 and the Company is
continuing having status of SICK Company.
The Board of Directors of the Company is continue in making their best
efforts to explore the possibilities for arrangement of working capital
funds to commence manufacturing activities at the plant and revive the
Company
CHANGE IN THE ACCOUNTING YEAR:
In compliance of the requirements of the Companies Act, 2013, Board of
directors has changed the accounting year by ending it on 31th March,
2014. Now the Company shall have the financial year as its accounting
year for the next year commencing from 1st April, 2014 to 31st March,
2015.
FINANCIAL REVIEW AND STATUS OF SICKNESS UNDER BIFR:
Your directors report that based on the Financial Statements as at 30th
Sept., 2008 a reference u/s 15(1) of SICA (SP) Act, 1985 has been filed
by the Company with the BIFR and the same has been registered as Case
no. 27/2009 on 13th July, 2009. The BIFR vide its order of hearing held
on 6th Jan., 2010 declared the company as a Sick Industrial Company in
terms of section 3(1)(o) of SICA (SP) Act, 1985 and appointed IDBI as
the Operating Agency. The DRS for rehabilitation of the Company is
under preparation.
Since there was no manufacturing/business activity, the management has
taken a decision ''NO WORK NO PAY'' and therefore no provision for
employees remunerations were made in the books of accounts for the year
ended 31.03.2014. (9 months from 1st July, 2013 to 31st March, 2014).
In view of the settlement process no provision has been made for the
interest on institutional borrowings for the year under review as per
policy followed in previous years.
DIRECTORS:
The Board in its meeting held on 30th May, 2014 has accepted
resignation of Mr. Ranveer Singh (SIN 01356634) from the office of
Director and Resignation of Mr. Surendra Singh (DIN 01260862) from the
office of Managing Director w.e.f. 31st May, 2014, however Mr.
Surendra Singh is continuing in the Board as a Director and Non
Executive Chairman of the Company.
Mr. Surendra Singh (DIN 01260862) the director is liable to retire by
rotation and being eligible offers himself for re-appointment.
Parmal Singh Raghuwanshi (DIN 01239211) and Shri Dwarika Prasad Soni
(DIN 02616313) (the existing independent directors are further proposed
to be appointed as Independent Directors for a term of 5 years as per
requirement of section 149 of the Companies Act, 2013 as well as Clause
49 of the Listing Agreement to hold the office till 31st March, 2019.
The Company has received notice in writing from all the Independent
Directors of the Company at the ensuing Annual General Meeting.
The Independent Directors has submitted a declaration confirming that
they meets the criteria for independence as provided in section 149(6)
of the Act and is eligible for appointment as Independent Directors of
the Company.
In the opinion of the Board the above said two directors fulfills the
conditions specified in the Act and the Rules made there under as the
Clause 49 of the Listing Agreement for their appointment as Independent
Directors of the Company.
The Company has appointed Mr. Ranveer Singh as the Chief Executive
Officer of the Company w.e.f. 1st June, 2014 and assigned him the
responsibility of the key managerial personnel.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, and based on the representation received from the operating
management, the Directors hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there is no material departures;
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that have been 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 losses of
the company for the year under review;
c) they have taken proper and sufficient care to the best of their
Knowledge and ability for the maintenance of adequate accounting
records in accordance with the provision of this Act. They confirm that
there are adequate systems and controls for safeguarding the assets of
the company and for preventing and detecting frauds and other
irregularities;
d) they have prepared the annual accounts for the financial year ended
31st March, 2014 on a going concern basis;
AUDITORS:
M/s O.T. Gandhi & Co., Chartered Accountants, (F. R.N. 001120C) Indore,
statutory auditors of the Company, hold the office until the ensuing
Annual General Meeting. The said Auditors have furnished the
Certificate of their eligibility for re-appointment.
Pursuant to the provisions of section 139 and other applicable
provisions, if any, of Companies Act, 2013 read with Rule 3 of
Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint
M/s O.T. Gandhi & Co., Chartered Accountants (ICAI Firm Registration
No. 001120C), the retiring Auditors of the Company as Statutory
Auditors of the Company from the conclusion of this Annual General
Meeting (AGM) till the conclusion of the Forty Second AGM of the
Company to be held in the year 2017 (subject to ratification of their
appointment at every AGM) on such remuneration as may be decided &
fixed by the board on the recommendations of the Audit Committee.
The Auditors'' Report read with notes to accounts are self-explanatory
and needs no further comments.
FIXED DEPOSITS:
Your company has not accepted or invited any deposits from public
within the meaning of Section 58A and 58AA of the Companies Act, 1956,
during the year under review. And that there is no overdue
unpaid/unclaimed deposit as at 31st March, 2014.
COST AUDITORS:
Pursuant to the directives of the Central Government under the
provisions of section 148 and all other applicable provisions of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules
2014, the Company is not required to appoint the Cost Auditors for the
year 2014-15. As oper opinion provided that being there is no
manufacturing activities in the Company, the Company is not required to
maintain the cost accounting records, hence no cost records has been
maintained by the management.
CORPORATE GOVERNANCE REPORT:
Report on Corporate Governance as required under the Listing Agreements
with the Stock Exchanges along with the certificate of the Auditors,
M/s O.T. Gandhi & Co., Chartered Accountants confirming compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges are attached to this report
as Annexure I.
SECRETARIAL AUDITORS:
The Company has appointed CS Naveen Kumar Jain, Company Secretary (C.P.
No.12350) as the Secretarial Auditors for the year 2014-15 as required
under section 204 of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES
AND FOREIGN EXCHANGE:
Information as required 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 are not applicable to the Company
as it has no manufacturing activities and none of the employee were
drawing the remuneration in excess the limit prescribed under the
Rules.
ACKNOWLEDGEMENTS:
The directors would like to express their grateful appreciation for
assistance and cooperation received from the BIFR and IDBI, Operating
Agency appointed by the BIFR, and Members of the Company for their
confidence and support to the management of the company in the adverse
financial conditions and hope that with their continuing and active
support, the Company may revive and shall be able to perform in coming
years.
For & On Behalf of the Board
Place: Indore SURENDRA SINGH
Dated: 14th August, 2014 CHAIRMAN
DIN: 01260862
Jun 30, 2013
To The Members,
The Directors presents their 38th Annual Report on the business and
operation of the company together with the Audited Balance Sheet &
Statement of Profit and Loss for the year ended 30th June, 2013 (9
months from 1 st Oct., 2012 to 30th June, 2013).
FINANCIAL RESULTS: (Amount in Rs.)
Particulars As on As on
30.06.2013 30.09.2012
Sales and income from operation 0 0
Other income 10800 1456176
Total Income 10800 1456176
Total Expenses 694454 1353091
Operating Profit/(loss)(PBIDT) (683654) 103085
Interest 0 4423212
Depreciation 1798541 2477754
Profit/(Loss) before tax (2482195) (6797881)
Provisions for Taxes: 0 0
Net Profit/(Loss) after Interest,
Depreciation & Tax (2482195) (6797881)
Accumulated Losses carried to
Balance Sheet (405616618) (403134423)
Reserves 21684362 21684362
Earnings per share-Basic (0.26) (0.72)
Diluted (0.26) (0.72)
DIVIDEND:
Looking into the containing losses being incurred by the company and
huge accumulated losses of the previous financial years, it is not
possible for the Board to recommend any dividend for the year under
review (Previous year Nil).
OVERALL REVIEW AND FUTURE PROSPECTS:
There was no manufacturing/business activity during the year ended on
30.06.2013 (9 months from 1st Oct., 2012 to 30th June, 2013). The
management of the company has to face the recovery proceedings of
initiated by statutory bodies/ authorities, Banks and financial
institutions and has to put their efforts to protect the interest and
assets of the Company at the various courts, tribunal and forums in the
matter of various cases registered against the Company. In spite of
that there were several workers and staff agitations, non availability
of the working capital required to carry on business activities, it was
not possible at all for the management to restart the manufacturing and
business activities.
The company has made efforts to reduce its all the administrative and
other expenses to avoid further losses, even though it has to suffer
losses of Rs. 24.82 lacs during the year 2012-2013 (Previous year
losses Rs 67.97 lacs), resulting the accumulated losses has been
increased to Rs.4056.17 lacs as at 30th June, 2013. The members are
aware that the Company''s entire net worth has already been eroded and
the Company is continuing having status of SICK Company.
The Board of directors of the company is continue in making their best
efforts to explore the possibilities for arrangement of working capital
to commence manufacturing activities at the plant and revive the
Company. The Company is also in the process to negotiate the terms and
conditions for financial arrangements as well as settle the dues of the
Banks and financial institutions. Last year, the Company had settled
The dues of SBI byway of OTS. During the year the Company has settled, by
way of OTS the loan dues of IDBI, MPAVN and MPSIDC and has made a
substantial payment ,to the respective institutions by the funds made
available by Abhimanyu Agro Pvt. Ltd. and Rani Agro Pvt. Ltd.
CHANGE IN THE ACCOUNTING YEAR:
Looking into the requirements under the proposed new Companies Act,
2013, Board of directors has change the accounting year from 1st Oct,
2012 to 30th June, 2013 in the first step and it will again have
another accounting year for the next year from 1st July, 2013 to 31st
March, 2014 thereafter the accounting year would be as per requirement
of the Companies Act.
FINANCIAL REVIEW AND STATUS OF SICKNESS UNDERBIFR:
Your director''s report that based on the Financial Statements as at
30th Sept., 2008 a reference u/s 15(1) of SICA (SP) Act, 1985 has been
filed by the Company with the BIFR and the same has been registered as
Case no. 27/2009 on 13th July, 2009. The BIFR vide its order of
hearing held on 6th Jan., 2010 declared the company as a Sick
Industrial Company in terms of section 3(1 )(o) of SICA (SP)Act, 1985
and appointed IDBI as the Operating Agency.
Since there was no manufacturing/business activity, the management has
taken a decision ''NO WORK NO PAY'' and therefore no provision for
employees remunerations were made in the books of accounts for the year
ended 30.06.2013. (9 months from 1st Oct., 2012 to 30th June, 2013)
In view of the settlement process/litigations pending at courts and
forums no provision has been made for the interest on
institutional/bank borrowings for the year under review as per policy
followed in previous years.
DIRECTORS:
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines of corporate functioning.
In terms of Articles of Association of the Company Shri Parmal Singh
Raghuwanshi is liable to retire by rotation and being eligible and
offers himself for re-appointment. Your directors propose to pass
necessary resolutions as set out in the notice of the Annual General
meeting.
AUDITORS AND THEIR REPORT:
M/s O.T. Gandhi & Co., Chartered Accountants, (Firm Registration No.
001120C)the Statutory Auditors retires at the close of this Annual
General Meeting and is eligible for re-appointment. The Company has
received information from the Auditors that their re-appointment, if
made, will be in accordance with the provisions of section 224(1 B) of
the Companies Act, 1956. The Audit Committee of the Board has
recommended their re-appointment. The necessary resolution is being
placed before the shareholders for approval.
Management clarification on the Comments of the Auditors in their
report:
1. In the matter of Para No.6.(a) of the Auditors Report regarding
Expenditure of revenue nature incurred on research and development, we
submit that as per policy of the company the R & D Expenditure of
revenue nature incurred on research and development of products, which
are expected to be technically/ commercially viable, is written off
over a period of five years, starting with the year of commencement of
commercial production.
Para No. 6.(b) Regarding non-disclosure of the information relating to
the Small Scale Industrial Undertaking, we submit that the Company does
not possess information as to which of its suppliers are ancillary
industrial undertakings/small scale industrial undertakings holding
permanent registration certificate issued by the Directorate of
Industries of a State or Union territory. Consequently, the liability,
if any, of interest which would be payable under ''The Interest on
Delayed Payments to Small Scale and Ancillary Industrial Undertakings
Act-1992, cannot be ascertained. However, the Company has not received
any claims in respect of interest. As stated above, the Company does
not possess information as to which of suppliers are Small Scale
Industrial Undertakings. Accordingly, the information regarding total
outstanding dues to Small Scale Industrial Undertakings as at the year
end and that regarding the names of Small Scale Industrial undertakings
to whom the Company owes more than Rs. 1.00 lakh and outstanding for
more than 30 days has not been compiled and hence not disclosed by the
Company.
Para No. 6 (c) Regarding current year losses along with accumulated
losses has eroded entire net worth of the Company and has made the
company financially sick. A reference u/s.15(1) of SIC(SP) Act. 1985
before the BIFR has already been filed by the company and the same has
been registered as case No. 27/2009 on 13th July, 2009. We submit that
due to the financial sickness, there is no production/ business
activity in the company after 31st Oct., 2006. In view of no
manufacturing/ business activity in the company throughout the year
ended on 30.09.2008 to 30.06.2013, the management of the company is of
the opinion "NO WORK NO PAY" and accordingly no provision has been
made, in the accounts in respect of Salaries, Wages, Allowances and
benefits to the employees of the Company, which otherwise works out to
as follows:
(Amount in Rs.)
S.No. Particulars 2012-13 2011-12
1. Salaries and Wages 59,41,913 79,22,551
2. Dearness Allowances 1,00,61,196 1,34,14,928
3. Other Allowances 40,97,494 54,63,326
4. Contribution to P.F. 22,60,741 30,14,321
5. Contribution to ESIC 11,62,786 15,50,381
Total 2,35,24,130 3,13,65,507
DEPOSITS:
Your Company has not accepted any public deposit within the meaning of
provisions of section 58A and 58AA of the Companies Act, 1956 read with
the Companies (Acceptance of Deposit) Rules, 1975 and there is no
outstanding deposit due for re- payment.
COST COMPLIANCE REPORT:
The Company is covered under the requirement for the filing of the Cost
Compliance Report to the Central Government, but since there is no
business/manufacturing activities during the year under review, hence
no cost records has been maintained by the management.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section of 217(2AA) of the
Companies Act, 1956, your directors state that:
- In the preparation of accounts, the applicable accounting standards
have been followed.
- Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the company as at 30th June 2013
(9 months from 1st Oct., 2012 to 30th June, 2013) and the Loss of the
company for the year ended on that date.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting frauds and other irregularities.
- The annual accounts of the company have been prepared on a going
concern basis.
CORPORATEGOVERNANCE:
The corporate governance practices and the disclosures are need based,
complied with the statutory and the regulatory requirements of the
Companies Act, 1956, together with all the relevant Clauses of the
Listing Agreement and all the others applicable laws. The Company''s
Corporate Governance policies and the practices are also in accordance
with the amended Clause 49 of the listing agreement. A report on the
Corporate Governance along with the Auditors Certificate forming part
of the Director''s report, being annexed herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES
AND FOREIGN EXCHANGE:
Information as required 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 are not applicable to the Company
as it has no manufacturing activities and none of the employee were
drawing the remuneration in excess the limit prescribed underthe Rules.
ACKNOWLEDGEMENTS:
Your directors would like to express their grateful appreciation for
assistance and cooperation received from the BIFR and IDBI, Operating
Agency appointed by the BIFR, and Members of the Company for their
confidence and support to the management of the company in the adverse
financial conditions and hope that with their continuing and active
support, the Company may revive and shall be able to perform in coming
years.
For & On Behalf of the Board
Place: Indore SURENDRASINGH
Dated: 29th August, 2013 CHAIRMAN & MANAGING DIRECTOR
Sep 30, 2012
To The Members of Gajra Bevel Gears Ltd.
The Directors presents their 37th Annual Report on the business and
operation of the company together with the Audited Balance Sheet &
Profit and Loss Accounts for the year ended 30th Sept 2012.
FINANCIAL RESULTS:
(Amount in Rs.)
Particulars As on As on
30.09.2012 30.09.2011
Sales and income from operation 0 0
Other Income 1456176 25200
Total Income 1456176 25200
Total Expenses 1353091 1193742
Operating Profit/(loss)(PBIDT) 103085 (1168542)
Interest 4423212 4423212
Depreciation 2477754 2674576
Profit/(Loss) before tax (6797881) (8266330)
Provisions for Taxes: 0 0
Net Profit/(Loss) after Interest,
Depreciation & Tax (6797881) (8266330)
Accumulated Losses carried to Balance Sheet (403134423) (396336542)
Earning per share- Basic (0.72) (0.88)
Diluted (0.72) (0.88)
DIVIDEND:
Looking into the losses incurred by the company during the year under
review and huge accumulated losses of the previous financial years, it
is not possible for the Board to recommend any dividend for the year
under review.
OVERALL REVIEW AND FUTURE PROSPECTS:
There was no manufacturing/business activity during the year ended on
30.09.2012. The management of the company has to face the recovery
proceedings of initiated by statutory bodies/ authorities, Banks and
financial institutions and has to put their efforts to protect the
interest and assets of the Company at the various courts, tribunal and
forums in the matter of various cases registered against the Company.
In spite of that there were several workers and staff agitations, non
availability of the working capital required to carry on business
activities, it was not possible at all for the management to restart
the manufacturing and business activities.
The company has made efforts to reduce its all the administrative and
other expenses to avoid further losses, even though it has to suffer
losses of Rs.67.97 lacs during the year 2011-2012 (Previous year losses
Rs 82.66 lacs), resulting the accumulated losses has been increased to
Rs.4031.34 lacs as at 30th Sept., 2012. The members are aware that the
Company''s entire net worth has already been eroded and the Company is
continuing having status of SICK Company.
The Board of directors of the company is continuing making their best
efforts to explore the possibilities for arrangement of working capital
to commence manufacturing activities at the plant and revive the
Company. The Company is also in the process to negotiate the terms and
conditions for financial arrangements as well as settle the over dues
of the Banks and financial institutions. During the year the Company
has settled, by way of OTS the loan dues of State Bank of India and
also made a substantial payment to MPSIDC towards the OTS of their dues
by the funds made available by Abhimanyu Agro Pvt. Ltd. and Rani Agro
Pvt. Ltd.
FINANCIAL REVIEW AND STATUS OF SICKNESS UNDER BIFR:
Your directors report that based on the Financial Statements as at 30th
Sept., 2008 a reference u/s 15(1) of SICA (SP) Act, 1985 has been filed
by the Company with the BIFR and the same has been registered as Case
no. 27/2009 on 13th July, 2009. The BIFR vide its order of hearing
held on 6th Jan., 2010 declared the company as a Sick Industrial
Company in terms of section 3(1 )(o) of SICA (SP) Act, 1985 and
appointed IDBI as the Operating Agency.
Since there was no manufacturing/business activity, the management has
taken a decision ''NO WORK NO PAY'' and therefore no provision for
employees remunerations were made in the books of accounts for the year
ended 30.09.2012 as per previous year 2010-11.
In view of the settlement process/litigations pending at courts and
forums no provision has been made for the interest on
institutional/bank borrowings for the year under review as per policy
followed in previous years.
The Company has provided interest on 18% redeemable debentures for the
year 2011-12, however, it could not pay the same to the debenture
holders.
DIRECTORS:
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines of corporate functioning.
In terms of Articles of Association of the Company Shri D. P. Soni is
liable to retire by rotation and being eligible and offers himself for
re- appointment. Your directors propose to pass necessary resolutions
as set out in the notice of the Annual General meeting.
AUDITORS AND THEIR REPORT:
M/s O.T. Gandhi & Co., Chartered Accountants, (Firm Registration No.
001120C) the Statutory Auditors retires at the close of this Annual
General Meeting and is eligible for re-appointment. The Company has
received information from the Auditors that their re-appointment, if
made, will be in accordance with the provisions of section 224(1 B) of
the Companies Act, 1956. The Audit Committee of the Board has
recommended their re-appointment. The necessary resolution is being
placed before the shareholders for approval.
Management clarification on the Comments of the Auditors in their
report:
1. In the matter of Para No.6.(a) of the Auditors Report regarding
Expenditure of revenue nature incurred on research and development, we
submit that as per policy of the company the R & D Expenditure of
revenue nature incurred on research and development of products, which
are expected to be technically/ commercially viable, is written off
over a period of five years, starting with the year of commencement of
commercial production.
Para No. 6.b) Regarding non-disclosure of the information relating to
the Small Scale Industrial Undertaking, we submit that the Company does
not possess information as to which of its suppliers are ancillary
industrial undertakings/small scale industrial undertakings holding
permanent registration certificate issued by the Directorate of
Industries of a State or Union territory. Consequently, the liability,
if any, of interest which would be payable under ''The Interest on
Delayed Payments to Small Scale and Ancillary Industrial Undertakings
Act-1992, cannot be ascertained. However, the Company has not received
any claims in respect of interest. As stated above, the Company does
not possess information as to which of suppliers are Small Scale
Industrial Undertakings. Accordingly, the information regarding total
outstanding dues to Small Scale Industrial Undertakings as at the year
end and that regarding the names of Small Scale Industrial undertakings
to whom the Company owes more than Rs. 1.00 lakh and outstanding for
more than 30 days has not been compiled and hence not disclosed by the
Company.
Para No. 6,c) Regarding current year losses along with accumulated
losses has eroded entire net worth of the Company and has made the
company financially sick. A reference u/s.15(1) of SIC(SP) Act.,1985
before the BIFR has already been filed by the company and the same has
been registered as case No. 27/2009 on 13th July, 2009. We submit that
due to the financial sickness, there is no production/ business
activity in the company after 31st Oct., 2006. In view of no
manufacturing/ business activity in the company through out the year
ended on 30.09.2008 to 30.09.2012, the management of the company is of
the opinion "NO WORK NO PAY" and accordingly no provision has been made
in the accounts in respect of Salaries, Wages, Allowances and benefits
to the employees of the Company, which otherwise works out to as
follows:
(Amt in Rs.)
S.No. Particulars 2011-12 2010-11
(1) Salaries and Wages 79,22,551 79,22,551
(2) Dearness Allowances 1,34,14,928 1,34,14,928
(3) Other Allowances 54,63,326 54,63,326
(4) Contribution to P.F. 30,14,321 30,14,321
(5) Contribution to ESIC 15.50.381 15.50.381
TOTAL 3,13,65,507 3.13.65.507
DEPOSITS:
Your Company has not accepted any public deposit within the meaning of
provisions of section 58A and 58AA of the Companies Act, 1956 read with
the Companies (Acceptance of Deposit) Rules, 1975 and there is no
outstanding deposit due for re-payment.
COST COMPLIANCE REPORT:
The Company is covered under the requirement for the filing of the Cost
Compiiance Report to the Central Government, but since there is no
business/manufacturing activities during the year under review, hence
no cost records has been maintained by the m&nagement. However, the
Company is in process to file the Compliance certificate to the Central
Government as may be applicable.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section of 217(2AA) of the
Companies Act, 1956, your directors state that:
- In the preparation of accounts, the applicable accounting standards
have been followed.
- Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the company as at 30th September
2012 and the Loss of the company for the year ended on that date.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting frauds and other irregularities.
- The annual accounts of the company have been prepared on a going
concern basis.
CORPORATE GOVERNANCE:
The corporate governance practices and the disclosures are need based,
complied with the statutory and the regulatory requirements of the
Companies Act, 1956, together with all the relevant Clauses of the
Listing Agreement and all the others applicable laws. The Company''s
Corporate Governance policies and the practices are also in accordance
with the amended Clause 49 of the listing agreement. A report on the
Corporate Governance along with the Auditors Certificate forming part
of the Director''s report, being annexed herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES
AND FOREIGN EXCHANGE:
Information as required 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 are not applicable to the Company
as it has no manufacturing activities and none of the employee were
drawing the remuneration in excess the limit prescribed under the
Rules.
ACKNOWLEDGEMENTS:
Your directors would like to express their grateful appreciation for
assistance and cooperation received from the BIFR and IDBI, Operating
Agency appointed by the BIFR, and Members of the Company for their
confidence and support to the management of the company in the adverse
financial conditions and hope that with their continuing and active
support, the Company may revive and shall be able to perform in coming
years.
For & On Behalf of the Board
SURENDRA SINGH
CHAIRMAN & MANAGING DIRECTOR
Place: Indore
Dated: 2nd Dec, 2012
Sep 30, 2011
To The Members of Gajra Bevel Gears Ltd.
The Directors presents their 36th Annual Report on the business and
operation of the company together with the Audited Balance Sheet &
Profit and Loss Accounts for the year ended 30th Sept, 2011.
FINANCIAL RESULTS: (Rupees In Rs.)
Particulars As on As on
30.09.2011 30.09.2010
Sales and income from operation 0 0
Other Income 25200 54000
Total Income 25200 54000
Total Expenses 2909820 2489443
Operating Profit/(loss)(PBIDT) (2884620) (2435443)
Interest 442321 3748483
Depreciation 958498 958498
Profit/(Loss)before tax (8266330) (7142424)
Provisions for Taxes: 0 0
Net Profit/(Los8) after
Interest, Depreciation
& Tax (8266330) (7142424)
Accumulated Losses
carried to Balance Sheet (396336542) (388070212)
Reserves 21684362 21684362
Earning per share* Basic (0.88) (0.76)
Diluted (0.88) (0.76)
DIVIDEND:
Looking into the huge losses incurred by the company during the year
under review and accumulated losses of the previous financial years, it
is not possible for the Board to recommend any dividend for the year
under review.
OVERALL REVIEW AND FUTURE PROSPECTS:
There was no manufacturing/business activity during the year ended on
30.09.2011. The management of the company has to face the recovery
proceedings initiated by statutory bodies/ authorities, Banks and
financial institutions and has to put their efforts to protect the
interest and assets of the Company at the various courts, tribunal and
forums in the matter of various cases registered against the Company.
In spite of that there were severaf workers and staff agitations,
non availability of the working capital required to carry on business
activities, it was not possible at all for the management to restart
the manufacturing and business activities.
The company has made efforts to reduce its all the administrative and
other expenses to avoid further losses, even though it has to suffer
losses of Rs.82.66 Lacs during the year 2010-2011 (Previous year losses
Rs71.42 Lacs), resulting the accumulated losses has been increased to
Rs.3963.36 Lacs as at 30th Sept., 2011. The members are aware that the
Company's entire net worth has already been eroded and the Company is
continuing having status of SICK Company.
The Board of directors of the company is continuing making their best
efforts to explore the possibilities for arrangement of working capital
to commence manufacturing activities at the plant and revive the
Company. The Company is also in the process to negotiate the terms and
conditions for financial arrangements as well as settle the over dues
of the Banks and financial institutions.
FINANCIAL REVIEW AND STATUS OF SICKNESS UNDER BIFR:
Your directors report that a reference to the BIFR based on the
Financial Statements as at 30th Sept., 2008 a reference u/s 15(1) of
SICA (SP) Act, 1985 has been filed by the Company and the same has been
registered as Case no. 27/2009 on 13th July, 2009. The BIFR vide its
order of hearing held on 6th Jan., 2010 declared the company as a Sick
Industrial Company in terms of section 3(1 )(0) of SICA (SP) Act, 1985
and appointed IDBI as the Operating Agency.
Since there was no manufacturing/business activity, the management has
taken a decision NO WORK NO PAY' and therefore no provision for
employees remunerations is made in the books of accounts for the year
ended 30.09.2011 like wise previous year 2009-10.
In view of the settlement process/litigations pending before DRT and
other courts and forums, no provision has been made for the interest on
institutional/bank borrowings for the year under review as per previous
year policy.
The Company has provided interest on 18% redeemable debentures for the
year 2010-11, however, it could not pay the same to the debenture
holders.
DIRECTORS:
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines of corporate functioning.
In terms of Articles of Association of the Company Shri Ranveer Singh
and Shri Surendra Singh is liable to retire by rotation and being
eligible and offers themselves for re-appointment. Your directors
propose to pass necessary resolutions as set out in the notice of the
Annual General meeting.
AUDITORS AND THEIR REPORT:
M/s O.T. Gandhi & Co., Chartered Accountants, (Firm Registration No.
001120C) the Statutory Auditors retires at the close of this Annual
General Meeting and is eligible for re-appointment. The Company has
received information from the Auditors that their re-appointment, if
made, will be in accordance with the provisions of section 224(1 B) of
the Companies Act, 1956. The Audit Committee of the Board has
recommended their re-appointment. The necessary resolution is being
placed before the shareholders for approval.
Management clarification on the Comments of the Auditors in their
report:
1. In the matter of Para No.6.(a) of the Auditors Report regarding
Expenditure of revenue nature incurred on research and development and
technical know how fees/expenses on exhibition of proto-type of
products. We submit that as per policy of the company the R & D
Expenditure of revenue nature incurred on research and development of
products, which are expected to be technically/ commercially viable, is
written off over a period of five years, starting with the year of
commencement of commercial production. Expenditure of a capital nature
is added to fixed assets and in the matter of Deferred Revenue
Expenditure, technical know-how fees/ expenditure on exhibition of
proto-type of a product under development, which is expected to be
technically/commercially viable will be written off over a period of 5
years from the year of commencement of its commercial production.
Para No. 6 (b) Regarding non-disclosure of the information relating to
the Small Scale Industrial Undertaking, we submit that the Company does
not possess information as to which of its suppliers are ancillary
industrial undertakings/small scale industrial undertakings holding
permanent registration certificate issued by the Directorate of
Industries of a State or Union territory. Consequently, the liability,
if any, of interest which would be payable under 'The Interest on
Delayed Payments to Small Scale and Ancillary Industrial Undertakings
Act-1992, cannot be ascertained. However, the Company has not received
any claim in respect of interest. As stated above, the Company does not
possess information as to which of suppliers are Small Scale Industrial
Undertakings. Accordingly, the information regarding total outstanding
dues to Small Scale Industrial Undertakings as at the year end and that
regarding the names of Small Scale Industrial undertakings to whom the
Company owes and outstanding for more than 30 days has not been
compiled and hence not disclosed by the Company.
Para No. 6 (c) current year losses along with accumulated losses has
eroded entire net worth of the Company and has made the company
financially sick. A reference u/s. 15(1) of SIC(SP) Act. 1985 before
the BIFR has already been filed by the company and the same has been
registered as case No. 27/2009 on 13th July, 2009. We submit that due
to the financial sickness, there is no production/ business activity in
the company after 31st Oct.2006. In view of no manufacturing/ business
activity in the company through out the year ended on 30.09.2008,
30.09.2009, 30.09.2011 the management of the company is of the opinion
"NO WORK NO PAY" and accordingly no provision has been made in the
accounts in respect of Salaries, Wages, Allowances and benefits to the
employees of the Company, which otherwise works out to as follows:
2010-11 2009-10
(1) Salaries and Wages 79,22,551 79,22,551
(2) Dearness Allowances 1,34,14,928 1,34,14,928
(3) Other Allowances 54,63,326 54,63,326
(4) Contribution to P.F. 30,14,321 30,14,321
(5) Contribution to ESIC 15.50.381 15.50.381
TOTAL 3.13.65.507 3.13.65.507
Para No.6 (d) Sundry debtors include old outstanding aggregating
Rs.48,24,150/- in respect of which no provision has been made in the
accounts. The management of the company is of the opinion that the
amount is fully recoverable on completion of final settlement which is
in progress.
DEPOSITS:
Your Company has not accepted any public deposit within the meaning of
provisions of section 58A and 58 AA of the Companies Act, 1956 read
with the Companies (Acceptance of Deposit) Rules, 1975 and there is no
outstanding deposit due for re-payment.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section of 217(2AA) of the
Companies Act, 1956, your directors state that:
- In the preparation of accounts, the applicable accounting standards
have been followed.
- Accounting policies selected were applied consistently. Reasonable
and prudent . judgments and estimates were made so as to give a true
and fair view of the state of affairs of the company as at the end of
September 30, 2011 and the Loss of the company for the year ended on
that date.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting frauds and other irregularities.
- The annual accounts of the company have been prepared on a going
concern basis.
CORPORATE GOVERNANCE:
The corporate governance practices and the disclosures are need based,
complied with the statutory and the regulatory requirements of the
Companies Act, 1956, together with all the relevant Clauses of the
Listing Agreement and all the others applicable laws. The Company's
Corporate Governance policies and the practices are also in accordance
with the amended Clause 49 of the listing agreement. A report on the
Corporate Governance along with the Auditors Certificate forming part
of the Director's report, being annexed herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES
AND FOREIGN EXCHANGE:
Information as required 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 are not applicable to the Company
as it has no manufacturing activities and none of the employee were
drawing the remuneration in excess the limit prescribed under the
Rules.
ACKNOWLEDGEMENTS:
Your directors would like to express their grateful appreciation for
assistance and cooperation received from the BIFR and IDBI, Operating
Agency appointed by the BIFR, and Members of the Company for their
confidence and support to the management of the company in the adverse
financial conditions and hope that with their continuing and active
support, the Company shall be revived and shall be able to perform in
coming years.
For & On Behalf of the Board
Sd/-
SURENDRA SINGH
CHAIRMAN & MANAGING DIRECTOR
Place: INDORE
Dated: 2nd Dec., 2011,
Sep 30, 2010
The Directors presents their 35th Annual Report on the business and
operation of the company together with the Audited Balance Sheet &
Profit and Loss Accounts for the year ended 30th Sept 2010.
FINANCIAL RESULTS: (Amount in Rs.)
Particulars As on As on
30.09.2010 30.09.2009
Sales and income from operation 0 0
Other Income 54000 49680
Total Income 54000 49680
Total Expenses 2489443 2019215
Operating Profit/(loss)(PBIDT) (2435443) (1969535)
Interest 3748483 3176681
Depreciation 958498 958498
Profit/(Loss) before tax (7142424) (6104714)
Provisions for Taxes: 0 0
Net Profit/(Loss) after Interest,
Depreciation & Tax (7142424) (6104714)
Accumulated Losses carried to
Balance Sheet (388070212) (380927788)
Reserves 21684362 21684362
Earning per share- Basic (0.76) (0.64)
Diluted (0.76) (0.64)
DIVIDEND:
Looking into the huge losses incurred by the company during the year
under review and accumulated losses of the previous financial years, it
is not possible for the Board to recommend any dividend for the year
under review.
OVERALL REVIEW AND FUTURE PROSPECTS:
There was no manufacturing/business activity during the year ended on
30.09.2010. The management of the company has to face the recovery
proceedings of initiated by statutory bodies/authorities, Banks and
financial institutions and has to put their efforts to protect the
interest and assets of the Company at the various courts, tribunal and
forums in the matter of various cases registered against the Company.
In spite of that there were several workers and staff agitations, non
availability of the working capital required to carry on business
activities, it was not possible at all for the management to restart
the manufacturing and business activities.
The company has made efforts to reduce its all the administrative and
other expenses to avoid further losses, even though it has to suffer
losses of Rs.71.42 Lacs during the year 2009-2010 (Previous year losses
Rs.61.04 Lacs), resulting the accumulated losses has been increased to
Rs.3880.70 Lacs as at 30th Sept., 2010. The members are aware that the
CompanyÃs entire net worth has already been eroded and the Company is
continuing having status of SICK Company.
The Board of directors of the company is continuing making their best
efforts to explore the possibilities for arrangement of working capital
to commence manufacturing activities at the plant and revive the
Company. The Company is also in the process to negotiate the terms and
conditions for financial arrangements as well as settle the over dues
of the Banks and financial institutions.
FINANCIAL REVIEW AND STATUS OF SICKNESS UNDER BIFR:
Your directors report that the CompanyÃs reference to the BIFR on the
based on the Financial Statements as at 30th Sept., 2008 a reference
u/s 15(1) of SICA (SP) Act, 1985 has been filed by the Company with the
BIFR and the same has been registered as Case no. 27/2009 on 13th July,
2009.
The BIFR vide its order of hearing held on 6th Jan., 2010 declared the
company as a Sick Industrial Company in terms of section 3(1)(O) of
SICA (SP) Act, 1985 and appointed IDBI is the Operating Agency.
Since there was no manufacturing/business activity, the management has
taken a decision `NO WORK NO PAYÃ and therefore no provision for
employees remunerations were made in the books of accounts for the year
ended 30.09.2010 as per previous year 2008-09.
In view of the settlement process/litigations pending before DRT, and
other courts and forums no provision has been made for the interest on
institutional/bank borrowings for the year under review as per previous
year policy.
The Company has provided interest on 18% redeemable debentures for the
year 2009-10, however, it could not pay the same to the debenture
holders.
DIRECTORS:
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines of corporate functioning.
In terms of Articles of Association of the Company Shri Parmal Singh
Raghuwanshi, is liable to retire by rotation and being eligible and
offers himself for re-appointment. Your directors propose to pass
necessary resolutions as set out in the notice of the Annual General
meeting.
AUDITORS AND THEIR REPORT:
M/s O.T. Gandhi & Co., Chartered Accountants, the Statutory Auditors
retires at the close of this Annual General Meeting and is eligible for
re-appointment. The Company has received information from the Auditors
that their re-appointment, if made, will be in accordance with the
provisions of section 224(1B) of the Companies Act, 1956. The Audit
Committee of the Board has recommended their re-appointment. The
necessary resolution is being placed before the shareholders for
approval.
Since the shareholding of the Bank and financial institutions of the
Central Government has been reduced below 25% of the paid up share
capital as at the date of the directors report, the company proposes to
appoint the Auditors by way of ordinary business.
Management clarification on the Comments of the Auditors in their
report:
1. In the matter of Para No.6.(a) of the Auditors Report regarding
Expenditure of revenue nature incurred on research and development and
technical know how fees/expenses on exhibition of proto-type of
products. We submit that as per policy of the company the R & D
Expenditure of revenue nature incurred on research and development of
products, which are expected to be technically/ commercially viable, is
written off over a period of five years, starting with the year of
commencement of commercial production. Expenditure of a capital nature
is added to fixed assets and in the matter of Deferred Revenue
Expenditure, technical know-how fees/ expenditure on exhibition of
proto-type of a product under development, which is expected to be
technically/commercially viable will be written off over a period of 5
years from the year of commencement of its commercial production.
Para No. 6.b) Regarding non-disclosure of the information relating to
the Small Scale Industrial Undertaking, we submit that the Company does
not possess information as to which of its suppliers are ancillary
industrial undertakings/small scale industrial undertakings holding
permanent registration certificate issued by the Directorate of
Industries of a State or Union territory. Consequently, the liability,
if any, of interest which would be payable under `The Interest on
Delayed Payments to Small Scale and Ancillary Industrial Undertakings
Act-1992, cannot be ascertained. However, the Company has not received
any claims in respect of interest. As stated above, the Company does
not possess information as to which of suppliers are Small Scale
Industrial Undertakings. Accordingly, the information regarding total
outstanding dues to Small Scale Industrial Undertakings as at the year
end and that regarding the names of Small Scale Industrial undertakings
to whom the Company owes and outstanding for more than 30 days has not
been compiled and hence not disclosed by the Company.
Para No. 6.c) current year losses along with accumulated losses has
eroded entire net worth of the Company and has made the company
financially sick. A reference u/s.15(1) of SIC(SP) Act.1985 before the
BIFR has already been filed by the company and the same has been
registered as case No. 27/2009 on 13th July, 2009. We submit that due
to the financial sickness, there is no production/ business activity in
the company after 31st Oct.2006. In view of no manufacturing/ business
activity in the company through out the year ended on 30.09.2010 the
management of the company is of the opinion ÃNO WORK NO PAYÃ and
accordingly no provision has been made in the accounts in respect of
Salaries, Wages, Allowances and benefits to the employees of the
Company, which otherwise works out to as follows:
2008-09 2009-10
(1) Salaries and Wages Rs. 79,22,551 79,22,551
(2) Dearness Allowances Rs. 1,34,14,928 1,34,14,928
(3) Other Allowances Rs. 54,63,326 54,63,326
(4) Contribution to P.F. Rs, 30,14,321 30,14,321
(5) Contribution to ESIC Rs. 15,50,381 15,50,381
TOTAL Rs. 3,13,65,507 3,13,65,507
Para No.6.d) Sundry debtors include old outstanding aggregating
Rs.48,24,150/- in respect of which no provision has been made in the
accounts. The management of the company is of the opinion that the
amount is fully recoverable on completion of final settlement which is
in progress. The company is confident of recovering the amounts.
DEPOSITS:
Your Company has not accepted any public deposit within the meaning of
provisions of section 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposit) Rules, 1975 and there is no
outstanding deposit due for re-payment.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section of 217(2AA) of the
Companies Act, 1956, your directors state that:
- In the preparation of accounts, the applicable accounting standards
have been followed.
- Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the company as at the end of
September 30, 2010 and the Loss of the company for the year ended on
that date.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting frauds and other irregularities.
- The annual accounts of the company have been prepared on a going
concern basis.
CORPORATE GOVERNANCE:
The corporate governance practices and the disclosures are need based,
complied with the statutory and the regulatory requirements of the
Companies Act, 1956, together with all the relevant Clauses of the
Listing Agreement and all the others applicable laws. The Companys
Corporate Governance policies and the practices are also in accordance
with the amended Clause 49 of the listing agreement. A report on the
Corporate Governance along with the Auditors Certificate forming part
of the Directors report, being annexed herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES
AND FOREIGN EXCHANGE:
Information as required 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 are not applicable to the Company
as it has no manufacturing activities and none of the employee were
drawing the remuneration in excess the limit prescribed under the
Rules.
ACKNOWLEDGEMENTS:
Your directors would like to express their grateful appreciation for
assistance and cooperation received from the BIFR and IDBI, Operating
Agency appointed by the BIFR, and Members of the Company for their
confidence and support to the management of the company in the adverse
financial conditions and hope that with their continuing and active
support, the Company may be revive and shall be able to perform in
coming years.
For & On Behalf of the Board
Sd/-
Place: Indore SURENDRA SINGH
Dated: 3rd Dec., 2010 CHAIRMAN & MANAGING DIRECTOR
Sep 30, 2009
The Directors presents their 34th Annual Report on the business and
operation of the company together with the Audited Balance Sheet &
Profit and Loss Accounts for the year ended 30th Sept 2009.
FINANCIAL RESULTS: (Rupees in Figures)
As on As on
30.09.2009 30.09.2008
Sales and income from operation 0 0
Other Income 49680 0
Total Income 49680 0
Total Expenses 2019215 2197014
Operating Profit/(loss)(PBIDT) (1969535) (2197014)
Interest 3176681 2692102
Depreciation 958498 1220064
Profit/(Loss)before tax (6104714) (6109180)
Provisions for Taxes: 0 0
Net Profit/(Loss) after Interest,
Depreciation & Tax (6104714) (6109180)
Accumulated Losses carried to
Balance Sheet (380927788) (374823074)
Reserves 21684362 21684362
Earning per share- Basic (0.64) (0.64)
Diluted (0.64) (0.64)
DIVIDEND:
Looking into the huge losses incurred by the company during the year
under review and accumulated losses of the previous financial years, it
is not possible for the Board to recommend any dividend for the year
under review.
OVERALL REVIEW AND FUTURE PROSPECTS
There were no manufacturing/business activity during the year ended on
30.09.2009. The management of the company were involved in facing the
recovery proceedings of statutory bodies/authorities Banks and
financial institutions and to protect the interest of the Company at
the various courts, tribunal and forums in the matter of various cases
registered against the company. In spite of that there were sever
workers and staff agitations, non availability of the working capital
requirements, it was not possible for the management to restart the
manufacturing and business activities.
The company has made efforts to reduce its all the administrative and
other expenses to avoid further losses, even though it has to suffer
losses of Rs.61.04 Lacs during the year 2008-09, resulting the
accumulated losses has been increased to Rs.3809.28 Lacs as at 30th
Sept., 2009. The members are aware that the Companys entire networth
has already been eroded and is continuing having status of SICK
Company.
The Board of directors of the company is continuing making their best
efforts to explore the possibilities for arrangement of working capital
to commence manufacturing activities at the plant and revive the
Company. The Company is also in the process to negotiate the terms and
conditions for financial arrangements as well as settle the over dues
of the Banks and financial institutions.
FINANCIAL REVIEW AND STATUS OF SICKNESS UNDER BIFR
We are pleased to inform that the Companys reference to the BIFR on
the basis of the Financial Statements as at 30th Sept., 2008 u/s 15(1)
of SIC (SP) Act, 1985 has been filed has been registered by the Honble
BIFR as case No. 27/2009 on 13th July, 2009. The Company is taking all
the steps as may be directed and desirable to prepare the scheme of
revival of the company.
Since there was no manufacturing/business activity, the management has
taken a decision NO WORK NO PAY and therefore no provision for
employees remunerations were made in the books of accounts for the year
ended 30.09.2009 as per previous year 2007-08.
In view of the settlement process/litigations pending before DRT, no
provision has been made for the interest on institutional borrowings
for the year under review as per previous year policy.
The company has become a Sick Industrial Company as per the provisions
of the Sick Industrial Companies (Special provisions) Act. 1985 (SICA).
DIRECTORS:
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines of corporate functioning.
In terms of Articles of Association of the Company Shri Dwarika Prasad
Soni, being eligible and offers himself for re-appointment. Shri
P.S.Raghuvanshi, who was appointed as additional director in respect of
whom the Company has received notice u/s 257 of the Companies Act, 1956
for his appointment as a director of the Company. Your directors
proposes to pass necessary resolutions as set out in the notice of the
Annual General meeting.
AUDITORS AND THEIR REPORT:
M/s O.T. Gandhi & Co., Chartered Accountants, the Statutory Auditors
retires at the close of this Annual General Meeting and is eligible for
re- appointment. The Company has received in confirmation formation
from the Auditors, that their re-appointment, if made, will be in
accordance with the provisions of section 224(1 B) of the Companies
Act, 1956. The Audit Committee of the Board has recommended their
re-appointment. The necessary resolution is being placed before the
shareholders for approval.
Management clarification on the Comments of the Auditors in their
report:
1. In the matter of Para No.6.a of the Auditors Report regarding
Expenditure of revenue nature incurred on research and development and
technical know how fees/expenses on exhibition of proto-type of
products. We submit that as per policy of the company the R & D
Expenditure of revenue nature incurred on research and development of
products which are expected to be technically/ commercially viable is
written off over a peried of five years, starting with the year of
commencement of commercial production. Expenditure of a capital nature
is added to fixed assets and in the matter of Deferred Revenue
Expenditure, technical know-how fees/expenditure on exhibition of
proto-type of a product under development which is expected to be
technically/commercially viable will be written off over a period of 5
years from the year of commencement of its commercial production. Para
No. 6.b) Regarding non-disclosure of the information relating to the
Small Scale Industrial Undertaking, we submit that the Company does not
possess information as to which of its suppliers are ancillary
industrial undertakings/small scale industrial undertakings holding
permanent registration certificate issued by the Directorate of
Industries of a State or Union territory. Consequently, the liability,
if any, of interest which would be payable under The Interest on
Delayed Payments to Small Scale and Ancillary Industrial Undertakings
Act-1992, cannot be ascertained. However, the Company has not received
any claims in respect of interest. As stated above, the Company does
not possess information as to which of suppliers are Small Scale
Industrial Undertakings. Accordingly, the information regarding total
outstanding dues to Small Scale Industrial Undertakings as at the year
end and that regarding the names of Small Scale Industrial undertakings
to whom the Company owes and outstanding for more than 30 days has not
been compiled and hence not disclosed by the Company.
Para No. 6.c) current year losses along with accumulated losses has
eroded entire net worth of the Company and has made the company
financially sick. A reference u/s. 15( 1) of SIC(SP) Act.1985 before
the BIFR has already been filed by the company and the same has been
registered as case No. 27/2009 on 13th July, 2009. We submit that due
to the financial sickness, there is no production/ business activity in
the company after 31st Oct.2006. In view of no manufacturing/ business
activity in the company through out the year ended on 30.09.2009 the
management of the company is of the opinion "NO WORK NO PAY" and
accordingly no provision has been made in the accounts in respect of
Salaries, Wages, Allowances and benefits to the employees of the
Company, which otherwise works out to as follows:
2007-08 2008-09
(1) Salaries and Rs.1,05,09,096 79,22,551
Wages
(2) Dearness Rs. 1,63,68,140 1,34,14,928
Allowances
(3) Other Rs. 76,09,318 54,63,326
Allowances
(4) Contribution Rs, 32,25,423 30,14,321
to P.F.
(5) Contribution Rs. 19,86,633 15,50,381
to ESIC
TOTAL Rs. 3,96,98,610 3,13,65,507
Para No.6.d) Sundry debtors include old outstanding aggregating
Rs.48,24,150/- in respect of which no provision has been made in the
accounts. The management of the company is of the opinion that the
amount is fully recoverable on completion of final settlement which is
in progress. The company is confident of recovering the amounts.
DEPOSITS:
Your Company has not accepted any public deposit within the meaning of
provisions of section 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposit) Rules, 1975 and there is no
outstanding deposit due for re- payment.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of section of 217(2AA) of the
Companies Act, 1956, your directors state that:
- In the preparation of accounts, the applicable accounting standards
have been followed.
- Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the company as at the end of
September 30, 2009 and the Loss of the company for the year ended on
that date.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting frauds and other irregularities.
- The annual accounts of the company have been prepared on a going
concern basis.
CORPORATE GOVERNANCE:
The corporate governance practices and the disclosures are need based,
complied with the statutory and the regulatory requirements of the
Companies Act, 1956, together with all the relevant Clauses of the
Listing Agreement and all the others applicable laws. The Companys
Corporate Governance policies and the practices are also in accordance
with the amended Clause 49 of the listing agreement. A report on the
Corporate Governance along with the Auditors Certificate forming part
of the Directors report, being annexed herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES
AND FOREIGN EXCHANGE:
Information as required 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 annexed herewith.
ACKNOWLEDGEMENTS:
Your directors would like to express their grateful appreciation for
assistance and cooperation received from the Customers, Vendors and
Members during the year under review.
For & On Behalf of the Board
Sd/-
SURENDRA SINGH
CHAIRMAN & MANAGING DIRECTOR
Place: INDORE
Dated: 2nd Dec, 2009