| Dear members,
The Directors submit their report and Audited account for the year
ended 31st March, 2014.
1. FINANCIAL RESULTS:
Financial Year Financial Year
ended ended
31st March 31st March
2014 (Rs.) 2013 (Rs.)
Turn Over
Profit/(Loss) before interest, (16,01,164) (15,70,860)
Depreciation & Taxes.
Add Depreciation 4,05,925 4,08,961
Profit/(Loss) for the year (20,07,089) (19,79,821)
Balance brought forwarded (41,83,21,070) (41,63,41,249)
From last year.
(Loss) carried to Balance Sheet (42,03,28,159) (41,83,21,070)
2. DIVIDEND:
In view of accumulated loss, your Directors regret their inability to
recommend any dividend.
3. PERFORMANCE:
The Scheme of Rehabilitation of the company under consideration of BIFR
provides, inter-alia, road map on commencing production at commercial
level, gradual capacity buildup and establishment of viability of the
company in long term prospective. The management aspires to pursue said
road map after the same being approved by the apex body considering
availability of smother passage the approval mark of the apex body
carries.
4. HUMAN RESOURCES & INDUSTRIAL RELATIONS:
Industrial relations remained more or less cordial during the year.
5. BANK & INSTITTIONAL DUES:
The company has no due to bank &/or financial institutions at present.
6. STATUTORY DUES:
The Directors have pleasure to state that the company continues to pay/
deposit all statutory dues to the extent lying undisputed generally in
time not-withstanding its Sick status.
There is also no default in payment to creditors for goods and services.
7. BIFR STATUS:
As reported earlier that the company has been declared sick by the
Hon'ble BIFR under the provisions of SICA. Subsequently OA as per
instruction of the Hon'ble BIFR advised the company for Board's /
Members approval for derating of share capital and conversion of a part
or entire unsecured loan mobilized from promoters sources in to equity.
Accordingly company accorded share holders approval through postal
ballot for derating of equity / preference share capital by reducing
the face value by 60% and sub-dividing balance face value (Rs. 4/- per
share) in to four fully paid shares of Rs. 1/- each, beside conversion
of Rs.3,40,61,000/- of unsecured loan from promoter's group in to
3,40,61,000 fully paid equity shares of Rs. 1/- each at per. However
operationalisation of this resolution had been laid subject to the
approval of scheme by the Hon, ble BIFR.
DRS in revised context of above was submitted to OA and the latter
after examination of the same forwarded it to the Hon,ble BIFR on 18th
April, 2013 for scrutiny and circulation among the interested parties.
However subsequently on three occasions (Dated 02.08 2013,18.12.2013&
25.03.2014) BIFR issued deficiency letters which had been replied by
the company through proper channel. Your company is hopeful of approval
of revised DRS from appropriate quarters in near future.
8. DIRECTORS:
Shareholders approval has been sought in the ensuing Annual General
Meeting for Mr Prabir Choudhury and Mr Malay Sengupta the existing
Independent Directors to appoint them as Independent Directors in terms
of section 149 (10) & (11) of the Companies Act, 2013.
9. AUDITORS:
M/s G. Basu & Co, retires as auditor of the company and being eligible,
offer themselves for re- appointment.
10. CORPORATE GOVERNANCE:
Your company has generally complied with the applicable provisions of
the listing Agreements with the Stock Exchanges where it's shares are
listed. A separate report on Corporate Governance along with the
auditors certificate on it's compliance is annexed in this Annual
Report.
Report on Management discussion and analysis appears in para -11 of
Corporate Governance Report.
11. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT & TECHNOLOGY
ABSORPTION, FOREIGH EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under subsection (i)(e) of Section -217
of the Companies Act,1956, read with the Companies(Disclosure of
particulars in the report of the Board of Directors) Rules, 1988, are
set-out in the annexure which form part of this report.
12. PARTICULARS OF EMPLOYEES:
No one was employed during the whole or part of the year drawing
remuneration attracting disclosure under section 217(2A) of companies
act 1956.
13. AUDITORS REPORT:
The observations of the Auditors when read with corresponding reference
in Notes on Account will be found self explanatory.
14. DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 217 (2AA) of the companies Act,1956, your
directors confirm having :
a) Followed in the preparation of the Annual Accounts, the applicable
accounting standards with proper explanation relating to departures, if
any.
b) Selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your company as at
31st March,2014 and of the Loss of the company for the year ended on
that date.
c) Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the companies
Act, 1956 for safeguarding the assets of your company and for
preventing and detecting fraud and other irregularities.
d) Prepared the Annual Accounts on a going concern basis
notwithstanding negative net worth on the ground of confidence of Board
of Directors on the potentiality of the company to revive, subject to
application of working rehabilitation strategy.
15. ACKNOWLEDGEMENT:
Your directors express their appreciation for support extended by the
employees, customers, vendors and other agencies. The members wish to
place on record their sincere appreciation for the wise counsel,
guidance and co-operation extended, by all. The Board express as
thanks and gratitude to shareholders for their continued confidence
reposed on the management.
For and on behalf of the Board
(SUNIL KHETAWAT)
(Managing Director)
Place: Kolkata
Dated: 28th May 2014
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