Dec 31, 2014
Dear members,
The directors are pleased to present the 22nd Annual report of the
Company together with the Audited Financial Statements for the financial
year ended 31 December, 2014.
Summarized Financial Results
(Million INR) Year ended
Particulars 31st Dec 2014 31st Dec 2013
Sales & services 0
Operating Revenue & other Income 0.11 35.83
Profit/(Loss) before Interest, (4.98) 34.55
Depreciation and Tax
Less :Interest 0 0
Depreciation 0 0
Profit before Tax (4.98) 34.55
Provision for Income Tax :
Current Tax 0 6.92
Short provision of income tax with 0 0.64
respect to earlier years
Profit after Tax (4.98) 26.98
Balance Profit / (Loss) brought (29.56) (56.54)
forward from previous year
Balance in Statement of Profit & Loss (34.54) (29.56)
Net Surplus in the Statement of (34.54) (29.56)
Profit & Loss
Review of Operations
The Company has not carried out any operations during the financial
year under review.
Dividend
In view of the accumulated losses your directors do not recommend any
dividend .
Directors
In accordance with the provisions of the Companies Act 2013 and the
Articles of Association of the Company, Mr. Bijay Kumar Dokania (DIN
00570916), who vacates his office on the date of Annual General Meeting
and offers himself for reappointment.
Mr. Shailendra Kumar Patni (DIN 05281098) who vacates his office on the
date of Annual General Meeting and offers himself for reappointment.
Mr. Mukesh Sarswat (DIN 05340062), an additional Director who vacates
his office on the date of Annual General Meeting and offers himself for
reappointment.
Mr. Arvind Kumar Maurya (DIN 06923706), an Additional Director who
vacates his office on the date of Annual General Meeting and offers
himself for reappointment.
Mrs. Kirti Mahadev Salvi (DIN 07141300), an Additional Director who
vacates her office on the date of Annual General Meeting and offers
herself for reappointment.
Ms. Pooja Jalan (DIN 06879482), an additional Director who vacates her
office on the date of Annual General Meeting and offers herself for
reappointment.
Mr. Rajesh Kumar Khetan (DIN 02659900) an Additional Director who
vacates his office on the date of Annual General Meeting and offers
himself for reappointment.
Mr. Hemant Walve has resigned from the Board with effective from 11''"
August 2014 and he ceased to be a Director of the Company.
Mr. Kiran Malhotra has resigned from the Board with effective from 11''"
August 2014 and he ceased to be a Director of the Company.
Mr. Bomi Daruwala has resigned from the Board with effective from 11th
August 2014 and he ceased to be a Director of the Company.
Particulars of Employees
During the year under review the Company did not have any employee
falling within the purview of Section 217(2AA) of the Companies Act.
Directors'' Responsibility Statement
In pursuance of Section 217 (2AA) of the Companies Act, 1956, the
Directors hereby confirm that:
In the preparation of annual accounts, the applicable a counting
standards have been followed along with proper explanation relating to
material departure ;
a. in the preparation of annual accounts, the applicable a counting
standards have been followed alongwith proper explanation relating to
material departure;
b. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31st December
2014 and of the profit of the Company for that financial year ;
c. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. the Directors have prepared the Annual Accounts on a going concern
basis.
Conservation of Energy, Research and Development, Technology Absorption
etc.
Since the company has not carried out any operations during the year
under review, there is nothing significant to be mentioned under this
head.
There is no foreign exchange earnings or outgo during the financial
year under review
Corporate Governance Certificate
The report on Corporate Governance pursuant to Clause 49 of the Listing
Agreement is annexed hereto as Annexure A.
Management Discussion and Analysis Report
The report on Management Discussion and Analysis pursuant to Clause 49
of the Listing Agreement is annexed hereto as
Annexure B
Auditors
M/s B S R & Co. LLP, Chartered Accountants, 701, 703, 7th Floor,
Godgrej Castlemaine Next to Ruby hall Clinic Bund Garden road,
Pune-411001 retires at the conclusion of the Annual General Meeting
.The chairman informed the Board
that it has been decided to appoint M/s. Kala Jain & Co,Chartered
Accountants, 502, 5th Floor, Jolly Bhavan No 1,10, New Marine Lines, as
auditors of the company in the coming Annual General Meeting subject to
the approval of the shareholders in the place of the existing auditors.
The information and explanation with respect to the remarks in audit
report is given hereunder Para 10 of the Annexure to the Audit Report;
The accumulated losses of the Company have exceeded 50% of its net
worth at the end of the financial year. The Company has- not Incurred
cash losses in the current financial year and in the immediately
preceding financial year.
Listing
The equity shares of the Company are listed at The Bombay Stock
Exchange Limited. Listing fees for the year 2014-15 has been paid to
The Bombay Stock Exchange Limited. The Share holders of Pune Stock
Exchange in their Annual General Meeting dated September 28th, 2013 had
applied for voluntarily surrender of recognition and exit as Pune stock
exchange as per SEBI Circular dated 30th May, 2012 and the SEBI allowed
the exit of Pune Stock Exchange as a stock exchange via its order no.
WTM/RKA/MRD/28/2015 dated 13th April, 2015.
Acknowledgement
Your Directors convey their sincere gratitude to the Customers,
Shareholders, Creditors, Government and Statutory Authorities, Banks
and Employees for the continued support to the Company.
For and on behalf of the Board of Directors
Arvind Kumar Maurya Bijay kumar Dokania
(DIN No.: 06923706) (DIN No.:00570916)
Director Director
Place: Pune
Date : 3rd June 2015
Dec 31, 2013
Dear members,
The directors are pleased to present the 21st Annual Report of the
Company together with the Audited Financial Statements for the
financial year ended 31s December 2013.
Summarized Financial Results
(Million INR) Year ended
Particulars 31st Dec. 2013 31st Dec. 2012
Sales & Services 0 0
Operating Revenue
& Other Income 35.83 9.80
Profit / (Loss) before Interest, 34.55 7.67
Depreciation and Tax
Less: Interest 0 0
Depreciation 0 0
Profit before Tax 34.55 7.67
Provision for Income Tax:
Current Tax 6.92 0
Short provision of income tax with 0.64
respect to earlier years 0
Profit after Tax 26.98 7.67
Balance Profit / (Loss) brought (56.54) (64.21)
forward from previous year
Balance in Statement of Profits Loss (29.56) (56.54)
Net Surplus in the Statement of Profit (29.56) (56.54)
& Loss
Review of Operations
The Company has not carried out any operations during the financial
year under review.
Dividend
In view of trie accumulated losses your directors do not recommend any
dividend.
Change of Name
The Board of Directors of the Company, by a resolution passed by
circulation on 7th February 2014, have decided to change the name of the
Company from ''Mather and Piatt Fire Systems Limited'' to ''MPF Systems
Limited'' and to seek consent of the shareholders to the said change of
name, through Postal Ballot. The Board fixes 17th February 2014 as the
last date for dispatch of notice, 19th March 2014 as the last date of
receipt of postal ballot forms and 21st March 2014 as the date of
declaration of result by the Chairman or any Director.
Further, the Board of Directors has also appointed Mr. Pradeep Purwar,
Practising Company Secretary, to act as the scrutinizer, for conducting
the postal ballot process.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Hemant Watve retire by
rotation and being eligible, have offered himself for re-appointment at
the ensuing Annual General Meeting.
Mr. Prakash Nene has resigned from the Board with effective from
7th January 2013 and he ceased to be a Director of the Company.
Ms. Jenny Guo has resigned from the Board with effective from
16th January 2013 and she ceased to be a Director of the Company.
Mr. Gilbert Faul has resigned from the Board with effective from
20th February 2013 and he ceased to be a Director of the Company.
Particulars of Employees
During the year under review the Company did not have any employee
falling within the purview of Section 217(2AA) of the Companies Act.
1956. ,
Directors'' Responsibility Statement
In pursuance of Section 217 (2AA) of the Companies Act, 1956, the
Directors hereby confirm that:
(a) in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31st December
2013 and of the profit of the Company for that financial year;
(c) the Directors have taken proper and sufficient care for the ''
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared the Annual Accounts-on a going concern
basis.
Conservation of Energy, Research and Development, Technology Absorption
etc.
Since the company has not carried out any operations during the year
under review, there is nothing significant to be mentioned under this
head.
There is no foreign exchange earnings or outgo during the financial
year under review.
Corporate Governance
The report on Corporate Governance pursuant to Clause 49 of the Listing
Agreement is annexed hereto as Annexure A.
Management Discussion and Analysis Report
The report on Management Discussion and Analysis pursuant to Clause 49
of the Listing Agreement is annexed hereto as Annexure B.
Auditors
M/s. B S R & Co,LLP, Chartered Accountants, auditors of the Company
holds office till the conclusion of the 21st Annual General Meeting and
are eligible for re-appointment. The Company has received a certificate
from the auditors to the effect that their re-appointment if made,
would be within the limits prescribed under Section 224(1 B) of the
Companies Act, 1956.
During the year, BSR & Co. have communicated that their legal structure
has changed from BSR& Co., a partnership firm to BSR & Co. LLP, Limited
Liability Partnership under the provisions of the Limited Liability
Partnership Act, 2008.
The Board of Directors recommends their re-appointment.
The information and explanation with respect to the remarks in audit
report is given hereunder.
Para 10 of the Annexure to the Audit Report;
The accumulated losses of the Company have exceeded 50% of its net
worth at the end of the financial year. The Company has not incurred
cash losses in the current financial year and in the immediately
preceding financial year.
Listing
The equity shares of the Company are listed at Bombay Stock Exchange
Limited and Pune Stock Exchange Limited. Listing fees for the year
2013-2014 have been paid to both the Stock Exchanges.
Acknowledgement
Your Directors convey their sincere gratitude to the Customers,
Shareholders, Creditors, Government and Statutory Authorities, Banks
and Employees for the continued support to the Company
For and on behalf of the Board of Directors
Kiran Malhotra Hemant Watve
Director Director
Place: Pune
Date :28th February 2014
Dec 31, 2012
Dear members,
The directors are pleased to present the 20th Annual Report of the
Company together with the Audited Financial Statements for the
financial year ended 31 December 2012.
Summarized Financial Results
(Million INR)
Year ended Year ended
31st Dec.2012 31st Dec.2011
Sales & Services 0 0
Operating Revenue & 9.80 1.55
Other Income
Profit/(Loss) before 7.67 0.01
Interest, Depreciation and Tax
Less: Interest 0 0.02
Depreciation 0 0
Profit before Tax 7.67 (0.01)
Provision for Income Tax:
Tax expense 0 0
Excess provision of income 0 (1.25)
tax for earlier years written back
Profit after Tax 7.67 1.24
Balance Profit/ (Loss) brought (64.21) (65.45)
forward from previous year
Balance in Profit & Loss (56.54) (64.21)
Net Accumulated Loss carried to (56.54) (64.21)
Balance Sheet
Review of Operations
As in the previous year, the activities of the Company have been
restricted merely to completing the existing projects and recovery of
dues.
Dividend
In view of the accumulated, losses your directors do not recommend any
dividend.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Kiran Malhotra and Mr. Bomi
Daruwala retire by rotation and being eligible, have offered themselves
for re-appointment at the ensuing Annual General Meeting.
Ms. Jenny Guo has been appointed as Additional Director with effect
from 28!h April 2012 and holds office upto the conclusion of the 20th
Annual General Meeting. Ms. Jenny Guo has resigned from the Board with
effective from 16th January 2013 and she ceased to be a Director of the
Company with effect from 16,h January 2013. ,.
Mr. Prakash Nene has resigned from the Board with effect from 7th
January 2013 and he ceased to be a Director of the Company with effect
from 7th January 2013.
Particulars of Employees
During the year under review the Company did not have any employee
falling within the purview of Section 217(2AA) of the Companies Act,
1956.
Directors''Responsibility Statement
In pursuance of Section 217 (2AA) of the Companies Act, 1956, the
Directors hereby confirm that:
(a) in the preparation of annual accounts, the applicable accounting
standards have been followed aiongwith proper explanation relating to
material departures;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31 December 2012
and of the profit of the Company for that financial year;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared the Annual Accounts on a going concern
basis.
Conservation of Energy, Research and Development, Technology Absorption
etc.
Since the activities of the Company have been restricted merely to
completing the existing projects and recovery of dues, there is nothing
significant to be mentioned under this head. There is no foreign
exchange earnings or outgo during the financial year under review.
Corporate Governance
The report on Corporate Governance pursuant to Clause 49 of the Listing
Agreement is annexed hereto as Annexure A.
Management Discussion and Analysis Report
The report on Management Discussion and Analysis pursuant to Clause 49
of the Listing Agreement is annexed hereto as Annexure B.
Auditors
M/s. B S R & Co., Chartered Accountants, auditors of the Company holds
office till the conclusion of the 20th" Annua! General Meeting and are
eligible for re-appointment. The Company has received a certificate
from the auditors to the effect that their re- appointment if made,
would be within the limits prescribed under Section 224(1 B) of the
Companies Act, 1956. The Board of Directors recommends their
re-appointment. The information and explanation with respect to the
remarks in audit report is given hereunder.
Para 10 of the Annexure to the AuditReport; The accumulated losses of
the Company have exceeded 50% of its net worth at the end of the
financial year. The Company has not incurred cash losses in the current
financial year but has incurred cash loss during the preceding
financial year.
Listing
The equity shares of the Company are listed at Bombay Stock Exchange
Limited and Pune Stock Exchange Limited. Listing fees for the year
2012-2013 have been paid to both the Stock Exchanges.
Acknowledgement
Your Directors convey their sincere gratitude to the Customers,
Shareholders, Creditors, Government and Statutory Authorities, Banks
and Employees for the continued support to the Company.
For and on behalf of the Board of Directors
Bomi Daruwala Hemant Watve
Director Director
Place : Pune
Date : 16 February 2013
Dec 31, 2011
The directors are pleased to present the 19 Annual Report of the
Company together with the Audited Financial Statements for the
financial year ended 31 December 2011.
Summarized Financial Results
(Million INR)
Year ended
31 Dec. 2011 31 Dec. 2010
Sales & Services 0 0
Other Income 1.55 10.38
Profit / (Loss) before Interest,
Depreciation and Tax 0.01 7.56
Less: Interest 0.02 0.13
Depreciation 0 0
Profit before Tax (0.01) 7.43
Provision for Income Tax:
Tax expense 0 1.44
Excess provision of income
tax for earlier years written back (1.25) 0
Profit after Tax 1.24 5.99
Balance Profit / (Loss) brought (65.45) (71.44)
forward from previous year
Balance in Profit & Loss Account (64.21) (65.45)
Net Accumulated Loss earned to
Balance Sheet (64.21) (65.45)
Review of Operations
As in the previous year, the activities of the Company have been
restricted merely to completing the existing projects and recovery of
dues.
Dividend
In view of the accumulated losses your directors do not recommend any
dividend.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Dr. Holger Krasmann and Mr.
Gilbert Faull retire by rotation and being eligible, have offered
themselves for re-appointment at the ensuing Annual General Meeting.
Mr. Hemant Watve has been appointed as Additional
Director with effect from 30 July 2011 and holds office up to the
conclusion of the 19th Annual General Meeting. The Company has received
notice under Section 257 of the Companies Act, 1956, from a member
proposing the candidature of Mr. Hemant Watve for appointment as
director liable to retire by rotation. The Board recommends his
appointment.
Particulars of Employees
During the year under review the Company did not have any employee
falling within the purview of Section 217(2AA) of the Companies Act,
1956.
Directors' Responsibility Statement
In pursuance of Section 217 (2AA) of the Companies Act, 1956, the
Directors hereby confirm that:
(a) in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31 December 2011
and of the profit of the Company for that financial year;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared the Annual Accounts on a going concern
basis.
Conservation of Energy, Research and Development, Technology Absorption
etc.
Since the activities of the Company have been restricted merely to
completing the existing projects and recovery of ' dues, there is
nothing significant to be mentioned under this head.
There is no foreign exchange earning or outgo during the financial year
under review.
Corporate Governance
The report on Corporate Governance pursuant to Clause 49 of the Listing
Agreement is annexed hereto as Annexure A
Management Discussion and Analysis Report
The report on Management Discussion and Analysis pursuant to Clause 49
of the Listing Agreement is annexed hereto as Annexure B.
Auditors
M/s. B S R & Co, Chartered Accountants, auditors of the Company holds
office till the conclusion of the 19th Annual General Meeting and are
eligible for re-appointment. The Company has received a certificate
from the auditors to the effect that their re-appointment if made,
would be within the limits prescribed under Section 224(1 B) of the
Companies Act, 1956.
The Board of Directors recommends their re-appointment
The information and explanation with respect to the remarks in audit
report is given hereunder.
Para 10 of the Annexure to the Audit Report;
The accumulated losses of the Company have exceeded 50% of its net
worth at the end of the financial year. The Company has incurred cash
losses in the current financial year and in the immediately preceding
financial year.
Listing
The equity shares of the Company are listed at Bombay Stock Exchange
Limited and Pune Stock Exchange Limited. Listing fees for the year
2011-2012 have been paid to both the Stock Exchanges.
Acknowledgement
Your Directors convey their sincere gratitude to the Customers,
Shareholders, Creditors, Government and Statutory Authorities, Banks
and Employees for the continued support to the Company.
For and on behalf of the Board of Directors
Hemant Watve
Place : Pune Director
Date : 11 February 2012
Dec 31, 2010
The directors are pleased to present the 18th Annual Report of the
Company together with the Audited Financial Statements for the
financial year ended 31 December 2010.
Summarised Financial Results
(Million INR)
Year ended
31st Dec. 2010 31st Dec. 2009
Sales & Services 0 0
Other Income 10.38 6.59
Profit / (Loss) before Inferest,
Depreciation and Tax 7.56 (2.24)
Less: Interest 0.13 0.47
Depreciation 0 0
Profit before Tax 7.43 (2.71)
Provision for Income Tax:
Tax expense 1.44 0
Excess provision of income
tax for earlier years written back 0 5.67
Profit after Tax 5.99 2.96
Balance Profit / (Loss) brought
forward from previous year (71.44) (74.40)
Balance in Profit & Loss
Account (65.45) (71.44)
Net Accumulated Loss carried
to Balance Sheet (65.45) (71.44)
Review of Operations
As in the previous year, the activities of the Company have been
restricted merely to completing the existing projects and recovery of
dues. The Company is implementing the Scheme of Arrangement as approved
by the Honble High Court, Bombay vide its order dated 30 April 2007.
The Second installment of the Scheme was disbursed by the Company
during the year.
Dividend
In view of the accumulated losses your directors do not recommend any
dividend.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Ravindra Pal Bhatia and
Mr. Prakash Nene retire by rotation and being eligible have offered
themselves for re-appointment at the ensuing Annual General Meeting.
Mr. Eike Doelschner has been appointed as Additional
Director with effect from 26 February 2011 and holds office upto the
conclusion of the 18th Annual General Meeting. The Company has
received notice under Section 257 of the Companies Act, 1956, from a
member proposing the candidature of Mr. Eike Doelschner for appointment
as director liable to retire by rotation. The Board recommends his
appointment.
Particulars of Employees
During the year under review the Company did not have any employee
falling within the purview of Section 217{2fA) of the Companies Act,
1956.
Directors Responsibility Statement
In pursuance of Section 217 (2AA) of the Companies Act, 1956, the
Directors hereby confirm that:
(a) in the preparation of annual accounts, the applicable accounting
standards have been followed alongwith proper explanation relating to
material departures;
(b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31 December 2010
and of the profit of the Company for that financial year;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared the Annual Accounts on a going concern
basis.
Conservation of Energy, Research and Development, Technology Absorption
etc. -
Since the activities of the Company have been restricted merely to
completing the existing projects and recovery of dues, there is nothing
significant to be mentioned under this head.
There is no foreign exchange earning or outgo during the financial year
under review.
Corporate Governance
The report on Corporate Governance pursuant to Clause 49 of the Listing
Agreement is annexed hereto as Annexure A
Management Discussion and Analysis Report
The report on Management Discussion and Analysis
pursuant to Clause 49 of the Listing Agreement is annexed hereto as
Annexure B.
Auditors
M/s. BSR and Co, Chartered Accountants, auditors of the Company will
retire at the conclusion of the ensuing annual general meeting. M/s. B
S R and Co, Chartered Accountants has expressed their unwillingness to
continue as the Statutory Auditors of the Company for the year 2011.
The Audit Committee of directors at their meeting held on 26 February
2011 have recommended M/s. BSR & Co, Chartered Accountants to be
appointed as Statutory Auditors of the Company to hold the office from
the conclusion of this meeting until the eonclusion of the next Annual
General Meeting. The Company has received the eligibility certificate
from the M/s. BSR & Co, Chartered Accountants that their appointment if
made, by the Company at the ensuing Annual General Meeting would be
within the limits prescribed under Section 224(1 B) of the Companies
Act, 1956.
The Board of Directors recommends their appointment.
The information and explanation with respect to the remarks in audit
report is given hereunder.
Para 10 of the Annexure to the Audit Report;
The accumulated losses of the Company have exceeded 50% of its net
worth at the end of the financial year. The Company has incurred cash
losses in the current financial year and in the immediately preceding
financial year.
Listing
The equity shares of the Company are listed at Bombay Stock Exchange
Limited and Pune Stock Exchange Limited. Listing fees for the year
2010-2011 have been paid to both the Stock Exchanges.
Acknowledgement
Your Directors convey their sincere gratitude to the Customers,
Shareholders, Creditors, Government and Statutory Authorities, Banks
and Employees for the continued support to the Company.
For and on behalf of the Board of Directors
Ravindra Pal Bhatia
Director
Place : Pune
Date : 26 February 2011
Dec 31, 2009
The directors are pleased to prese nt the 17,thAnnual Report of the
Company together with the Audited Financial Statements for the
financial year ended 31 December 2009.
Summarised Financial Results
(Million INR)
Year ended
31st Dec. 2009 31st Dec. 2008
Sales & Services (Net) 0 4.53
Other Income 6.59 6.70
Profit / (Loss) before
Interest, Depreciation and Tax (2.24) 4.20
Less: Interest 0.47 0.34
Depreciation 0 -
Profit before Tax (2.71) 3.86
Provision for Income Tax:
Tax expense 0 0.38
Excess provision of income
tax for earlier years
written back 5.67 0.0
Profit after Tax 2.96 3.48
Balance Profit / (Loss) brought
forward from previous year (74.40) (77.88)
Balance in Profit & Loss
Account (71.44) (74.40)
Net Accumulated Loss carried
to Balance Sheet (71.44) (74.40)
Review of Operations
As in the previous year, the activities of the Company have been
restricted merely to completing the existing projects and recovery of
dues. The Company has implemented the Scheme of Arrangement as approved
by the Honble High Court, Bombay vide its order dated 30 April 2007.
The Second installment of the Scheme was disbursed by the Company
during the year.
Dividend
In view of the accumulated losses your directors do not recommend any
dividend.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Kiran Malhotra and Mr.
Bomi Daruwala retire by rotation and being eligible have offered
themselves for re- appointment at the ensuing Annual Genera! Meeting.
Dr. Holger Krasmann and Mr. Gilbert Faul has been appointed as
additional director with effect from 27 February 2010 and holds office
upto the conclusion of the
17th Annual General Meeting. The Company has received notice under
Section 257 of the Companies Act, 1956, from a member proposing
candidature of Mr. Gilbert Faul and Dr. Holger Krasmann for appointment
as director liable to retire by rotation. The Board recommends their
appointment.
During the year ended 31 December 2009, Mr. Peter Wurzbacher resigned
from the Directorship of the Company with effect from 30 September 2009
and Mr. Otto Northe, resigned from the Directorship of the Company with
effect from 27 February 2010.
Particulars of Employees
During the year under review the Company did not have any employee
falling within the purview of Section 217(2AA) of the Companies Act,
1956.
DirectorsResponsibility Statement
In pursuance of Section 217 (2AA) of the Companies Act, 1956, the
Directors hereby confirm that:
(a) in the preparation of annual accounts, the applicable accounting
standards have been followed alongwith proper explanation relating to
material departures;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31 December 2009
and of the profit of the Company for that financial year;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared the Annual Accounts on a going concern
basis.
Conservation of Energy, Research and Development, Technology Absorption
etc.
Since the activities of the CompLny have been restricted merely to
completing the existing projects and recovery of dues, there is nothing
significant to be mentioned under this head.
There is no foreign exchange earning or outgo during the financial year
under review.
Corporate Governance
The report on Corporate Governance pursuant to Clause 49 of the Listing
Agreement is annexed hereto asAnnexure A
Management Discussion and Analysis Report
The report on Management Discussion and Analysis pursuant to Clause 49
of the Listing Agreement is annexed hereto as Annexure B.
Auditors
M/s. B S R and Co, Chartered Accountants, auditors of the Company will
retire at the conclusion of the ensuing annual general meeting. The
Company has received a certificate from the auditors to the effect that
their re-appointment if made, by the Company at the ensuing Annual
General Meeting would be within the limits prescribed under Section
224(1 B) of the Companies Act, 1956.
The Board of Directors recommends their re-appointment
The information and explanation with respect to the remarks in audit
report is given hereunder.
Para 10 of the Annexure to the Audit Report;
The accumulated losses of the Company have exceeded its net worth.
However the management is taking effective steps to ensure execution of
existing contracts in hand, reduce costs and recover dues. The Company
has entered into a Scheme of Arrangement with its unsecured creditors
under section 391 to 394 of the-Companies Act, 1956. The Scheme was
approved by the Honble Court, Bombay vide its order dated 30 April
2007 and the Company has implemented the same.
Listing
The equity shares of the Company are listed at Bombay Stock Exchange
Limited and Pune Stock Exchange Limited. Listing fees for the year
2009-2010 have been paid to both the Stock Exchanges.
Acknowledgement
Your Directors convey their sincere gratitude to the customers,
shareholders, creditors, government and statutory authorities, banks
and employees for the continued support to the Company.
For and on behalf of the Board of Directors
Ravindra Pal Bhatia
Director
Place: Pune
Date : 27 February 2010
Mar 31, 2003
The Directors present their 10th Annual Report together with the
Audited Financial Statements for the year ended 31st March 2003.
Summarised Financial Results
Year ended Year ended
31.3.2003 31.3.2002
Rupees Rupees
Loss before Tax 54,460,794 12,037,231
Less : Deferred Tax Credit 19,956,449 2,132,977
Loss after Tax 34,504,345 9,904,254
Less: Transfer from
General Reserve 8,216,660 9,904,254
Balance of loss carried
forward 26,287,685 Ã
Dividend
In view of the loss, your Directors regret their inability to declare
any dividend for the year ended 31st March, 2003.
Transfer of Companys Equity Shares
During the year under review, Mather and Platt (India) Limited acquired
51% paid-up equity share capital of your Company from Mather and Platt
II Limited, Mauritius and consequently the company has become
subsidiary of
Mather and Platt (India) Limited.
Operations and Future Outlook
The Company achieved Net Income of Rs. 159,218,942 from Sales and
Service as against the Net Income of Rs. 127,159,401 in previous year,
viz., 2001 -2002. However, the operation of the Company resulted in
loss after tax of Rs. 34,504,345. In order to have competitive edge,
the Company is gearing up to tie -up with the companies of
international repute.
With major focus on Environment, Health and Safety, the opportunities
for fire fighting and protection systems are growing. The major thrust
area include power plants, petrochemicals and refineries and other
process industries. The future outlook is encouraging.
Directorate
Mr. H. N. Nanani was appointed as an Additional Director on the Board
of the Company with effect from 14th December, 2002. He holds the
office till the ensuing Annual General Meeting. Notice has been
received from a Member along with requisite deposit, pursuant to
Section 257 of the Companies Act, 1956 proposing his candidature as
Director at the ensuing Annual General Meeting. The Board
is of the view that the Company will benefit from his continued
association with the Company.
Mr. Suresh Dadlani resigned as the Managing Director of the Company
with effect from 14th December, 2002, but continues to be a Director.
Mr. Satish G. Pillai resigned as a Director of the Company with effect
from 1st April, 2003.
Mr. Suresh Dadlani retires by rotation and being eligible offers
himself for reappointment.
Conservation of Energy, Research and Development, Technology Absorption
etc.
A statement showing particulars required under the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, read with Section 217 (1)(e) of the Companies Act, 1956 is
annexed to this report and marked as Annexure I.
Industrial Relations
The Company continued to have cordial and harmonious relations with its
employees.
Particulars of Employees
The provisions of Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 as amended , are not
applicable as there are no employees, particulars of whom are required
to be reported.
Directors Responsibility Statement
As required under Section 217 (2AA) of the Companies Act, 1956 the
Directors hereby confirm that:
(a) in the preparation of Annual Accounts, the applicable accounting
standards had been followed;
(b) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company for the financial year ended 31st March, 2003 and of the
loss of the Company for that year;
(c) the Directors had, as far as possible, taken proper and sufficient
care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities, to the best of their knowledge and ability;
(d) the Directors had prepared the Annual Accounts on a going concern
basis.
Management Discussion and Analysis Report
In terms of Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report is given
separately in the Annual Report.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report and Auditors Certificate
regarding compliance of conditions of Corporate Governance are given
separately in the Annual Report.
Auditors
M/s. Lodha & Company, Chartered Accountants, the Companys Auditors
will retire at the conclusion of the ensuing Annual General Meeting and
are eligible for reappointment.
In regard to the comments of the Auditors in their Report on the notes
to Accounts, the same are self-explanatory and do not call for any
further explanation.
Acknowledgement
Your Directors convey their sincere thanks to the Government, Banks,
Shareholders and Customers for their continued support extended to the
Company at all times.
The Directors further express their deep appreciation to all employees
for commendable teamwork, high degree of professionalism and efforts
displayed by them during the year.
On behalf of the Board of Directors
H. N. Nanani Suresh Dadlani
Director Director
Mumbai, 30th June, 2003
Mar 31, 2002
The Directors present their 9th Annual Report together with the
Audited Financial Statements for the year ended 31st March, 2002.
SUMMARISED FINANCIAL RESULTS
Year ended Year ended
31.3.2002 31.3.2001
Rupees Rupees
Loss before Depreciation 11,667,589 23,436,830
Less: Depreciation 369,642 428,349
Loss before Tax 12,037,231 23,865,179
Less : Deferred Tax Credit 2,132,977 -
Loss after Tax 9,904,254 23,865,179
Balance of loss brought forward
from previous year - 54,946
Transfer of loss for the year
1999-2000 from Mather & Platt (I) Ltd.
after demerger - 2,478,236
Less: Transfer from
General Reserve 9,904,254 26,398,361
Balance - -
DIVIDEND
In view of the loss, your Directors regret their inability to declare
any dividend for the period ended 31st March 2002.
OPERATIONS AND FUTURE OUTLOOK
Despite recession in the Power Sector business, with the active
presence in other sectors, your Company succeeded in securing a major
contract worth about Rs. 11 crore from New Manglore Port Trust . The
Contract envisages installation of a sophisticated Fire Protection
System. With increased presence in oil, gas and petrochemical sector ,
the market position and profitability of your Company is expected to
show substantial improvement.
DIRECTORATE
Mr. M. R. Chhabria, Chairman of Jumbo Group and an Additional Director
of the Company during the period from 14th September, 2001 to 29th
September,2001, departed for heavenly abode on
6th April, 2002. This has indeed left a deep void which will be
difficult to fill. The Members of the Board place on record their
sincere appreciation for the invaluable advise, guidance and support
extended by Mr. M. R. Chhabria to the Company.
Mr. Satish G. Pillai resigned as the Managing Director of the Company
with effect from 31st July, 2002 but continues to be a Director.
Mr. Suresh Dadlani, a Director of the Company has been appointed as the
Managing Director of the Company with effect from 31st July, 2002.
Mr. P. M. Nene, retires by rotation and being eligible offers himself
for reappointment.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
ETC.
A Statement showing particulars pursuant Section 217(1)(e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors), 1988, is annexed to this report and
marked as Annexure A.
INDUSTRIAL RELATIONS
The industrial relationship with employees of the Company continues to
be cordial.
PARTICULARS OF EMPLOYEES
The provisions of Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 as amended , are not
applicable as there are no employees , particulars of whom are required
to be reported .
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956 the
Directors hereby confirm that:
(a) in the preparation of Annual Accounts, the applicable accounting
standards had been followed;
(b) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31st March, 2002
and of the loss of the Company for that year;
(c) the Directors had, as far as possible, taken proper and sufficient
care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities, to the best of their knowledge and ability;
(d) the Directors had prepared the Annual Accounts on a going concern
basis.
CORPORATE GOVERANCE
Your Companys equity shares have been listed during the current year.
As per the Listing Agreement with the Stock Exchanges, the Company is
required to comply with the requirement of Corporate Governance during
the current financial year onwards.
AUDITORS
M/s. Lodha & Co., Chartered Accountants, the Companys Auditors will
retire at the conclusion of the ensuing Annual General Meeting and are
eligible for reappointment.
In regard to the comments of the Auditors in their Report on the notes
to Accounts, the same are self-explanatory and do not call for any
further explanation.
ACKNOWLEDGEMENTS
Your Directors convey their sincere thanks to the Government
Authorities, Financial Institutions, Banks and Customers for their
continued support extended to the Company at all times.
The Directors further express their deep appreciation to all employees
for commendable teamwork, high degree of professionalism and
enthusiastic efforts displayed by them during the year.
On behalf of the Board of Directors
Suresh Dadlani Satish G Pillai
Managing Director Director
Place: Mumbai
Dated: 12th August, 2002
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