The Directors have pleasure in presenting 62nd Annual Report on
business and operations of your Company together with the Audited
Statement of Accounts for the year ended 31st March, 2005.
FINANCIAL RESULTS
Particulars Current Year Previous Year
(Rs.) (Rs.)
Profit/(Loss)before Depreciation
and Income tax (29,75,758) 95,19,678
Less: Provision for depreciation 3,17,904 5,33,581
Add: Provision for earlier
years Written Back 15,47,178 -
Less: Provision for Income Tax - 16,54,000
Profit/(Loss) for the period (17,46,484) 73,32,097
OPERATIONS
During the year under review, the Company has suffered a net loss of
Rs.17.46 lacs.. Inspite of the persistent efforts, no new business has
been identified. Efforts are still being made to re-activate the
Companys non-molasses based alcohol manufacturing unit at Aurangabad.
DIVIDENDS
After reviewing the financial position of the Company, your Directors
do not recommend any dividend on Equity Shares for the year ended 31st
March, 2005.
SUBSIDIARY COMPANIES
During the year under report, Me Killigan Distillery Limited continues
to be a wholly owned subsidiary of your Company
A statement pursuant to Section 212 of the Companies Act, 1956 relating
to the subsidiary company is attached to the accounts. The audited
statement of accounts and the Auditors Report thereon along with
Directors Report of your Companys subsidiary is annexed.
DIRECTORS
The Board of Directors at its meeting held on 30th August, 2005 and at
the recommendation of the Remuneration Committee at its meeting held on
5th August, 2005 has re-appointed Mr. Devinder Raj Narang as Managing
Director w.e.f 1st October, 2005 for a period of one year. The details
of the terms of re-appointment are given in the notice convening the
Annual General Meeting.
During the year under review, Mr. Sudarshan Goyal resigned and, in that
casual vacancy, the Board appointed Mr Surender Kumar Sharma as a
Director of your Company. He holds office as a Director upto the date
of the ensuing Annual General Meeting. Your Company has received a
notice u/s. 257 of the Companies Act, 1956 from a member proposing the
appointment of Mr. Surender Kumar Sharma as Director and the said
appointment is proposed in the notice for the ensuring Annual General
Meeting for your approval
The Board expresses its thanks for the valuable contributions made by
Mr. Sudarshan Goyal during his tenure as director of your Company.
During the current year, Mr. Tulsi Dass Sethi has been appointed as
Additional Director of your Company. He holds office as Additional
Director upto the date of the ensuing Annual General Meeting. A notice
u/s.257 of the Companies Act, 1956 has been received from a member
proposing the appointment of Mr. Tulsi Dass Sethi as Director and the
said appointment is proposed in the notice for the ensuing Annual
General Meeting for your approval
Mr. Avdesh Maheshwari, who is retiring by rotation at the ensuing
Annual General Meeting and being eligible offers himself for
re-appointment. The Board recommends his re-appointment
AUDITORS
Mis. S.P. Nagrath & Co., New Delhi, hold office till the conclusion of
the ensuing Annual General Meeting and are eligible for re-appointment.
They have expressed their willingness to serve, if appointed. They have
also confirmed that if re- appointed their appointment will be within
the limits prescribed under the Companies Act, 1956
AUDITORS REPORT
The observations of the Auditors are explained, wherever necessary in
appropriate notes to the accounts PARTICULARS OF EMPLOYEES
The Company has not paid any remuneration attracting the provisions of
Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975. Hence no particulars are
furnished in this regard.
DIRECTORS1 RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA)of the Companies Act,
1956 with regard to Directors Responsibility Statement, it is hereby
confirmed :
1. that in the preparation of the accounts for the financial year
ended 31 st March, 2005, the applicable accounting standards have been
followed and there are no material departures;
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review;
3. that 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;
4. that the Directors have prepared the accounts for the financial
year ended 31st March, 2005 on a going concern basis.
FIXED DEPOSITS
During the year, your Company has not accepted any Fixed Deposits. As
reported last year, the Company had repaid all the fixed deposits and
there were no overdue deposits other than unclaimed deposits.
LISTING DETAILS
The Equity Shares of your Company continue to be listed during the year
under review at the following Stock Exchanges:
1. The Uttar Pradesh Stock Exchange Association Limited
2. The Stock Exchange, Mumbai
3. The Delhi Stock Exchange Association Limited
AUDIT COMMITTEE
The Audit Committee has reviewed the financial statements for the
period ending 31st March, 2005 and has not given any adverse remarks.
It has recommended the re-appointment of M/s. S.P. Nagrath & Co. as
Statutory Auditors of the Company for another term.
CORPORATE GOVERNANCE
The Company has been proactive in following the principles and
practices of good corporate governance. The Company has taken adequate
steps to ensure that the conditions of Corporate Governance as
stipulated in clause 49 of the Listing Agreements of the Stock Exchange
are complied with. A report on the Corporate Governance duly certified
by Statutory Auditors is enclosed and forms part of the Directors
Report
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the
Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
the Report of Directors) Rules 1988, concerning conservation of energy
and technology absorption respectively, are not applicable to the
Compjsnv
During the year under review, foreign exchange earnings and outgo were
nil. ACKNOWLEDGMENT
The Directors wish to thank the Government authorities, bankers, other
business associates and shareholders for their unstinted support,
assistance and valuable guidance.
For & on behalf of the Board of
The Narang Industries Limited
(Devmder Raj Narang)
Managing Director
(Masina Ram)
Director
New Delhi, 30th August, 2005 |