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You can view full text of the latest Director's Report for the company.
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Year End :2010-12 
The Directors have pleasure in presenting Thirty Sixth Annual Report together with the Audited Accounts for the financial year ended 31st December, 2010.

FINANCIAL RESULTS

The summarized financial results for the year ended 31st December, 2010 and for the previous year ended 31st December, 2009 are as under:

 
                                                           (Rs. In Lacs)
                                    31/12/2010               31/12/2009

Sales / Income from operation           221.33                  5820.63

Profit/(Loss) before Taxation & 
Depreciation                            217.67                  (101.55)
Less: Interest

Profit / (Loss) for the Year            217.67                  (101.55)

Less : Short Provision of Taxes           0.45                       -

Profit / (Loss)                         217.22                  (101.55)

Add: Balance B/F from Previous Year   (1795.16)                (1693.61)

Loss Transferred to Balance Sheet     (1577.94)                (1795.16)
OPERATIONS

Your Directors are pleased to inform you that from the recent past the Company has taken initiatives to make its net worth positive for de-registration of the Company as a Sick Industrial Company with BIFR and on account of continuous and sincere efforts of the entire management team the Company has been able to get approval from the Hon'ble High Court of Gujarat for the scheme of Compromise and Arrangement with Creditors of the Company u/s 391 of the Companies Act, 1956 and in relevance to that the Company has settled entire dues of secured and unsecured creditors of One Time Settlement (OTS) Scheme as sanctioned by Hon'ble High Court of Gujarat. The Company has manage its fund require to pay as per OTS from Its itemed accruals as well as the fresh fund input by the sponsors of the scheme. The settlement of the dues of both secured as well as unsecured creditors has bearing on the reduction of the interest cost of the Company to a significant extent.

During the year under review the Company has earned net profit of Rs. 217.22 laky as against loss of Rs. 101.55 laky during the previous year which shows more than 200% positive growth and your Directors are hopeful that the performance will increase gradually in the years to come.

Due to internal accruals as well as settlement of dues with the creditors of the Company as per OTS, the Net worth stands positive on the date of Balance Sheet i.e. 31.12.2010 and the revival of the company is sustainable. The Company was earlier registered as a sick Company with BIFR. The Board of Directors recommend to file an Applica- tion to Hon'ble BIFR for de-registration of the Company.

DIVIDEND

Looking to the carry forward of losses of the Company, your Directors are unable to recommend any dividend.

FIXED DEPOSITS

During the Year under review, the Company has not accepted any fixed deposits to which the provisions of section 58A of the Companies Act, 1956 are applicable.

LISTING FEES

The Equity Shares of the Company are listed on Ahmedabad and Mumbai Stock Exchanges and the Company has paid Annual Listing Fees to Both the Stock Exchanges up to the year 2010-2011.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Shri Rajesh D. Slinky, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Brief resume of the Director, nature of his expertise in specific functional areas and the name of the companies in which he hold the directorship and chairmanship/membership of the committees of the board, as stipulated under clause 49 of the Listing Agreement with the stock exchange is given as annexure to the notice convening the Annual General Meeting. a

SCHEME OF COMPROMISE AND ARRANGEMENT

The Board For Industrial and Financial Reconstruction (BIFR) has declared the Company as a Sick Industrial Company within the meaning of the Section 3 (1) (0) of The Sick Industrial Companies (Special Provisions) Act, 1985 on 4/6/1998. As per BIFR order dated 5th February, 2002, the Board decided to recommend for winding up of the Company to Honorable High Court of Gujarat. To save the Company from winding up, management has submitted a Scheme of Compromise with Creditors in the High Court of Gujarat u\s 391 of the Companies Act, 1956. The Hon'ble High Court of Gujarat has sanctioned the said scheme of compromise and passed the order. The requisite effect of the order has been given in the Books of Accounts and the Net worth of the Company is positive after giving above effect. Company has made the necessary application to BIFR for abatement.

APPOINTMENT OF AUDITORS

Auditors of the Company M/s. Devour Navaho & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 121975W) hold office as Auditors of the Company until the conclusion of the Annual General Meeting and being eligible, offers themselves for re-appointment. Your Directors recommended their reappointment. Auditors in their report have mentioned that company has not provided for depreciation on the Building and thus loss has been understated. Directors are of the view that since no manufacturing operations were carried out during the year depreciation on building should not be provided as it would not be claimable expenses under Income Tax Act also. With regards to third party confirmations, Company has received confirmations from some parties, however some of them have not responded and accordingly confirmation from all the parties could not be obtained. The figures shown in accounts book are however true and would not affect the true and fair view of the accounts. Further explanations of the comments are provided in the notes forming part of accounts given by the management of the Company.

CORPORATE GOVERNANCE REPORT

The Company has complied with the requirements of Corporate Governance as stipulated by the SEBI and Listing Agreement entered into with the Stock Exchange. A separate report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, form part of the Annual Report.

REFERENCE TO BIFR

The Net Worth of the Company has become positive as on Balance Sheet i.e. 31st December, 2010, and therefore company intends to make the application with Hon'ble BIFR for deregistration of the case discharged from purview ofSICA1985.

CHANGE OF NAME OF THE COMPANY

The Board of Directors of the Company has decided to change the name of the Company subject to approval of the ROC, Gujarat and Members of the Company in forthcoming Annual General Meeting.

PARTICULARS OF EMPLOYEES

The Company does not have any employee who was in receipt of remuneration aggregating to the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2002.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As there was no manufacturing activity during the period under review, the details under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable. The transactions of the Company do not involve any foreign exchange earnings and outgo.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA), the Board of Directors of your company state:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed:

- that 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 and of the profit or loss of the company for that period.

- that the Directors 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:

- that the directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to acknowledge the trust respond in your Company by its Shareholders.

Date : 10.02.2011                      FOR AND ON BEHALF OF THE BOARD
Place: Ahmedabad

                                                  (RAMESH D. SOLANKI)
                                                            CHAIRMAN