| The Directors have pleasure in presenting their Annual Report together
with the audited Statements of Account for the year ended 31st March,
2013:
PERFORMANCE OF THE COMPANY FINANCIAL RESULTS:
Previous Year
Rupees Rupees
Total Revenue from operations 50,833,923 58,640,949
Deducting therefrom :
Employee benefits expense 893,896 931,243
Finance costs 586,371 174,314
Depreciation and amortization expense 442,642 512,187
Other expenses 47,092,838 102,106,875
Total Expenses 49,015,747 103,724,619
Profit/(Loss) before exceptional and 1,818,176 (4,50,83,670)
extraordinary items and tax
Less : Exceptional items 26,90,185
Operating Profit/ (Loss) for
the year before 1,818,716 (42,393,485)
tax
Less: Current Income Tax 430,800
Profit after tax 1,387,376 (42,393,485)
DIVIDEND:
In view of losses there is no recommendation for any Dividend.
OPERATIONAL VIEW
The Company has written-off the non-recoverables over the years which
has resulted in the loss of the Company.
The Notes to the Accounts are fully self-explanatory, and the
Director's feel that no further clarification is required on the said
Notes.
The Management is confident of turning around the Company in the next 5
to 7 years.
Inspite of payment by Decree Holder / Guarantor property attached by
the Court. The matter is pending in the Supreme Court.
DIRECTORATE
Mr. T. B. Ruia retires by rotation and, being eligible offers himself
for reappointment.
Mr. Arvind Kumar Gupta and Mr. Thretun B. Patel were appointed as
additional Director at the Board Meeting held on 07.12.2012. The
Company has received a notice u/s 257 of the Companies Act, 1956 in
writing proposing the Candidature of Mr. Arvind Kumar Gupta and Mr.
Thretun B. Patel as a Director of the Company.
During the year Mr. Ravi P. Agarwalla reigned as Director with effect
from 10.12.2012 and Mr.Vijay Kumar Agarwalla resigned as Director with
effect from 12.12.2012. Mr. J. B. Shah ceases to be Director of the
Company with effect from 10th December 2012 due to his sad demise.
The Company appreciates the services as a Director given by them.
LEGAL
The Company is already admitted under BIFR, Rehabilitation Scheme is
pending due to various litigations with the Custodian and matter in
High Court/ Supreme Court.
The Company's appeal in Supreme Court against the appropriation of dues
by the custodian under decree was ruled against the Company and the
refund expected by the Company as reported earlier is now lost. The
decrees are still not marked satisfied. Pending appeal of GTB (Oriental
Bank of Commerce) against sale of buildings by the Special Court, the
Company has made applications to Supreme Court for expeditious hearing
and we expect a hearing soon.
SUBSIDIARIES:
Pursuant to Section 212 of the Companies Act, 1956, the Balance Sheet
and Profit and Loss Account of the Subsidiary Companies together with
the Directors and Auditors' Report thereon are attached with the Annual
Report of your Company.
Hon'ble Bombay High Court has passed the order of winding- up of one
subsidiary Killick Air Couriers and Forwards Ltd. on 15.06.2012.
DEPOSITS:
During the year the Company did not invite any deposits from public.
PARTICULARS OF EMPLOYEES :
There were no employees drawing a remuneration exceeding Rs.60 Lakhs
per annum when employed for the whole year or Rs.5 Lakhs per month when
employed for part of the year and hence, no disclosure under Section
217(2A) of the Companies Act, 1956 is made.
Information pursuant to Section 217(1) (e) of the Companies Act, 1956
read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given below:
(A) Conservation of Energy: The Company does not have manufacturing
activity. There are no specific areas, where energy conservation
measures could be significantly undertaken. As an ongoing process
efforts are made to conserve and optimize the use of the energy through
improved operations and other means.
Disclosure of total energy consumption and energy consumption per unit
of production as per Form A is not applicable to the Company.
(B) Technology absorption, adaptation & innovations: The Company did
not have any Technical Collaboration arrangement in force during the
year under review and therefore disclosure under Form B is not
applicable.
(C) Foreign Exchange earnings and outgo: (i) Activities relating to
exports etc: NIL (ii) Foreign exchange used and earned: NIL
REFERENCE TO B.I.F.R.
The Company has been declared a 'Sick Company' under Section 3(1)(o) of
the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA)
vide the order of BIFR dated 29-8-2006. BIFR has appointed IDBI as the
Operating Agency to prepare a viability study report and revival scheme
for the Company which is in progress. The Company is awaiting the final
Supreme Court orders in the Custodian matters.
DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE
COMPANIES ACT, 1956.
The Directors confirm :
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. that they 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 and of the loss of the
Company for that period;
3. that they have 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;
4. that they have prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE:
The information/details as required under the Corporate Governance Code
is given in the Annexure and forms part of this Report.
AUDITORS
M/s. NBS & Co., Chartered Accountants, Statutory Auditors of the
Company holds office until the conclusion of the ensuing Annual General
Meeting, and is eligible for re-appointment. The Company has received
their consent under section 224 (1B) of the Companies Act, 1956 for
such re-appointment.
AUDITORS' REPORT:
The Directors have taken a note of the observations made by the
Auditors in their report. In this connection attention is drawn to the
relevant Notes to Accounts, which are self-explanatory.
ACKNOWLEDGEMENTS:
The Board records its appreciation for the support received from its
Bankers, Customers, Suppliers, Government Authorities etc.
Registered Office: For and on behalf of the
Basement, Commercial Union House, Board of Directors
No.9, Wallace Street, Fort,
Mumbai- 400 001
Place : Mumbai T. B. RUIA
Dated : 02/09/2013 Chairman |