| Dear Members,
The Directors present their 44th Annual Report on the business and
operations of the Company and the financial accounts for the year ended
on 31st March, 2014.
FINANCIAL RESULTS (Rs. In lac)
For the year For the previous
ended on year ended on
31/03/2014 31/03/2013
Particulars
Gross Profit (before interest,
depreciation & taxation) 527.77 (243.41)
Less: Interest 106.36 26.96
Depreciation 204.07 198.52
Profit before tax 217.34 (468.89)
Tax expense (69.53) (27.41)
Profit / Loss after Tax 286.87 (441.48)
Add: Balance brought from
previous year (6167.41) (5725.93)
Profit / (Loss) available for
appropriations (5880.54) (6167.41)
APPROPRIATIONS / TRANSFERS
Profit/(loss) carried to Balance
Sheet (5880.54) (6167.41)
DIVIDEND
Your Directors do not recommend any dividend on equity shares in view
of the brought forward loss of earlier years incurred by the Company.
REFERENCE TO BIFR
The Company had made Reference to the Board for Industrial & Financial
Reconstructions (BIFR) under Section 15 of the Sick Industrial
Companies (Special Provisions) Act, 1985 and has been registered as
case No. 14/2008 on 10.03.2008 as the entire net worth of the Company
has been eroded. As per the draft Rehabilitation Scheme submitted
consultation with the consortium Banks to the BIFR, the Company has
been declared as Sick Company by an Order issued by the BIFR on 24th
February 2010 and has appointed Bank of Baroda as the Operating Agency
with directions to prepare a revival scheme for the Company and to
submit before BIFR. The Operating Agency i.e. Bank of Baroda has
submitted draft rehabilitation scheme to BIFR. The Company is awaiting
hearing on the draft rehabilitation scheme.
OPERATION AND FUTURE OUTLOOK
During the year under review, the turnover stood at Rs. 27.34 crores
against Rs.27.54 crores in the previous year. The Company's
manufacturing plant at Roha and at Paonta Sahib, Himachal Pradesh are
working at normal capacity. The Company has taken various steps to
boost better working results and operating profit, which will result in
the coming years.
As per the One Time Settlement approved by the Consortium Banks for
restructuring of its existing Long Term Working Capital Facilities, the
Company is making payments on installments to the Banks. This will
enable the Company to reduce the cost of finance and will improve
working of Company's manufacturing plants. During the year the Company
has credited a sum of Rs. 696.74 lac to Profit & Loss Account on
account of unpaid interest saved on One Time Settlement with the Banks.
DIRECTORATE :
Mrs. Shahnaz A. Dawoodani, a Director of the Company shall retire by
rotation at the forthcoming Annual General Meeting and offer herself
for re-appointment.
As per the notification of section 149 and other applicable provisions
of the Companies Act, 2013, Mr. Mohan M. Gadgil and Mr. Kuppuswamy S.
Varadhan is seeking appointment as Independent Director for five
consecutive years for a term upto conclusion of Annual General Meeting
of the Company in the calendar year 2019.
EXPORTS
During the year under review, the Company exported its products to
various countries. Total exports during the year on FOB basis was Rs.
35.05 lac against Rs. 24.24 lac in the previous year.
FIXED DEPOSITS
The Company does not accept fresh deposits from Public / Members except
renewal of existing deposits on maturity. There was unclaimed deposit
from some depositors, to whom reminders were sent to claim the same.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company has an adequate system of internal control of procedure
commensurate with the size and nature of its business. It maintains a
system of well-established policies and procedures for its operations
and activities. It ensures optimum use of the Company's resources and
provides guidelines authorization and approved procedures. It endeavors
to use its resources efficiently.
The Company has obtained ISO 9001 certification and adheres to the
Standard Operating Practices its manufacturing and operating
activities.
The Company's internal auditors carry out audit of accounts, internal
control systems and procedures on regular basis. Any significant issues
are brought to the attention of the Audit Committee, which reviews it
periodically and suggestions and recommendations made by it are carried
out for further improvement.
RELATED PARTY TRANSACTION
These have been discussed in detail in the notes to the accounts in the
financial statements.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES
The Company has focused on building the organization for developing
human resources. Training was imparted to the various sections of
employees for improving their skills. The relationship with the
employees trade union continues to be cordial.
HEALTH AND SAFETY
The Company continues to focus on health and safety of all its workers
and staff. It operates in sound health and safety and secured
environment system. Adequate safety measures have been taken at both
the plants and offices for the prevention of accidents or any untoward
incidents
CAUTIONARY STATEMENT
Some of the statements contained within this report may be forward
looking in nature and may involve risks and uncertainties. Actual
Result and Outcomes in future may vary materially from those discussed
herein. Factors that may cause such variances include, but are not
limited to management of growth, market acceptance of Company's product
and services, risk associated with new product version, dependence on
third party relationship and the activities of competitors.
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors of your Company confirms that:
i) in the preparation of the annual accounts, applicable Accounting
Standards have been followed ;
ii) the Accounting Policies are consistently applied and reasonable,
prudent judgment and estimates are made 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 profit of the Company for that period;
iii) that the directors had 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.
iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.
The particulars of conservation of Energy, Technology, Absorption,
foreign Exchange Earnings and outgo as required under Section 217
(i)(e) of the Companies Act, 1956 have not been given since the same
are not applicable to the Company.
PARTICULARS OF EMPLOYEES
The Company did not have any employee falling within the purview of
Section 217(2A) of the Companies Act, 1956.
A separate report on Corporate Governance along with the Auditor's
Statement of its compliance is given in a separate annexure.
AUDITORS & AUDITOR'S REPORT
The Company's Auditors M/s. A.N. Damania& Co., Chartered Accountants,
will retire at the forthcoming annual General Meeting and is eligible
for re-appointment. Members are requested to appoint M/s. A.N. Damania
& Co., as Statutory Auditors of the Company.
The Auditors M/s. A.N. Damania & Co., have referred to certain
qualifications to their Audit Report and to notes forming part of
Accounts in their report to the members. The qualifications and notes
referred to by Auditors are self explanatory.
INDUSTRIAL RELATIONS
The Industrial Relations continued to be cordial during the year under
review.
ACKNOWLEDGEMENT
The Directors wish to place on record their sincere appreciation for
the continued co-operation by the Company's Bankers and Financial
Institutions and the support given by the Company's valued customers.
The Board also express its sincere appreciation to the commitment and
dedicated employees at all levels. Last but not least the Board places
on record their gratitude to the Investors, Depositors, Clients and
Shareholders of the Company.
On behalf of the Board of Directors
PLACE: MUMBAI A.H.Dawoodani M. M. Gadgil
DATE :14th August 2014 Managing Director Director |