| TO THE MEMBERS
The directors are pleased to present their Twenty Third annual report
together with audited statement of accounts, for the year ended March
31, 2014.
OPERATIONS
Your company had to stop its manufacturing activities w.e.f. August 4,
2004, as the same had become totally unviable. It has incurred Loss of
Rs. 12.41 Lac during the year under review as against Loss of Rs. 16.61
Lac in the previous year. The balance in the Profit & Loss Account,
being loss of Rs. 831.98 Lac has been carried to the Balance Sheet.
DIVIDEND
It is not possible to recommend payment of Dividend for the year ended
March 31, 2014 in view of operational and closure losses incurred by
the company for the said year.
SUBSIDIARY COMPANY
The audited accounts and other particulars of your subsidiary company
M/S VECRON INDUSTRIES LTD. for the year ended March 31,2014 are
attached herewith as required under section 212 of the Companies Act,
1956.
DIRECTORS
Shri G.S. Manasawala, Director (DIN:01267114) retires by rotation and
being eligible offers himself for reappointment.
Shri K.G.Gupta, Director (DIN:00997067), retires by rotation and being
eligible offers himself for reappointment.
PUBLIC DEPOSITS
The company has not accepted/invited any amounts of deposits from
public during the year under review and hence does not hold such
deposits on March 31,2014.
AUDITORS
M/S Jain Maheshwary & Company, Mumbai, who hold office as auditors of
your company up to the conclusion of the ensuing Annual General. They
have expressed their inability to continue as Auditors for forthcoming
year due to threshold limit of audits. We have received a notice from a
shareholder to appoint M/s .Dharmesh Shah & Co as statutory auditors.
You are requested to appoint them.
AUDITORS REPORT - DIRECTORS COMMENTS
In view of continues past losses sustained by the company and it being
very difficult to revive manufacturing operations, your directors had
no other option except to close down the factory. Hence the auditor's
qualifications are matters of facts.
1. Regarding non-provision of interest on sales tax loan from SICOM
Ltd., your directors want to present that as per the Securitization and
Reconstruction of Financial Assets and Enforcement of Security Interest
Act (SARFAESI) all secured liabilities have to be cleared from receipt
of amount by auction. Hence, no further provision on account of
interest has been made in the books.
2. Regarding direct disbursement of funds by bank on our behalf out of
auction proceeds, we were able to get some information. Yet at best
these figures have to be considered as tentative since no details have
been given to us by bank. Further, we inform that bank has never
consulted us about disbursement made for labour payments or payment to
the Maharashtra State Electricity Board (MSEB), (an unsecured
creditor).
3. As mentioned above, MSEB dues have been settled by bank.
4. Regarding unsecured creditors M/s. I. B. Enterprises, bank has
settled the claim directly without any consent or agreement of the
Company.
5. Regarding Bank liabilities, Bank has not provided any details
regarding how bank liabilities has been settled by bank themselves.
6. The ensuing case before the Debts Recovery Appellate Tribunal
(DRAT) at Mumbai has resulted in the Honorable Judge passing an Order
setting aside the sale of movable and immovable assets by Bank of India
owned by the Company. However, the alleged purchaser has appealed to
the higher court and the case is now pending before the Bombay High
Court.
DIRECTORS RESPONSIBILTY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956 the directors
would like to state
1. that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to 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 and 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 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 Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
4. that the directors had prepared the annual accounts on a going
concern basis pending proper valuation of company's assets.
ENERGY COSERVATION ETC
The particular for energy conservation etc. are nil in view of closure
to company's activities from August 4,2004.
PARTICULARS OF EMPLOYEES
The particulars of employees, as required under section 217 (2A) of the
Companies Act, 1956, are Nil.
DIRECTORS REMUNERATION
The directors have taken remuneration if any, during the last year has
been detailed in Statement of Affairs.
COMPLIANCE CERTFICATE
The compliance certificate pursuant to Sub-section (1) of Section 383A
of the Companies Act, 1956 issued by the Companies Secretaries, M/s GMJ
& ASSOCIATES is annexed hereto and forms part of this report.
By order of the board of directors
BHARAT SOMANI
(DIN 00286793)
Mumbai, May 31, 2014 Executive Director |