| Dear Members,
The Directors present the Thirty Third Annual Report together with the
Audited Statement of Accounts for the year ended 31st March 2014.
FINANCIAL RESULTS:
The Financial Results for the year ended 31st March 2014 are summarized
below:
Particulars Year ended Year ended
31st March 31st March
2014 2013
(Rs.) (Rs.)
Sales and other Income 1,980,507 140,081,322
Profit (Loss) before Interest Tax,
Depreciation and Exceptional Items (3,442,601) 134,340,010
Less: Interest & Financial charges 3,756 6,850
Less: Depreciation 1,116,358 1,253,377
Net Profit/(Loss) before Tax and
Extraordinary Items (4,562,715) 133,079,783
Less: Extraordinary Items NIL NIL
Net Profit/(Loss) before Tax (4,562,715) 133,079,783
Provision for Taxation
* Current Tax (MAT) NIL NIL
* Taxation for Eariier Year NIL (2,968,787)
Net Profit/(Loss)After Tax (4,562,715) 136,048,570
Transfer from revaluation reserve NIL NIL
Net Deficit brought forward from
Previous year. (748,229,045) (8,84,277,615)
Balance carried to balance Sheet (697,773,809) (748,229,045)
Earning Per Share (0.28) 8.25
DIVIDEND
In view of huge losses carry forward during the year under review, your
Board has not recommended any dividend for the year ended 31st March
2014.
PERFORMANCE
During the year under review, the plant of the Company remained
non-operative and hence was closed. However, due to sales and other
income, the Company has achieved total income of Rs. 1980507/-.
DIRECTORS
Pursuant to the provisions of Section 161 (1) of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Nitin S. Shah
was appointed as an Additional Director designated as an Independent
Director of the Company w.e.f. 29* August, 2014 and they shall hold
office up to the date of the ensuing Annual General Meeting.
Pursuant to the provisions of Section 161 (1) of the Companies Act,
2013 and the Articles of Association of the Company, Mrs. Ranak Bhuva
was appointed as an Additional Director designated as an Independent
Director of the Company w.e.f. 29th August, 2014 and they shall hold
office up to the date of the ensuing Annual General Meeting.
In accordance with section 152(6) of the Companies Act, 2013 and in
terms of Articles of Association of the Company, Mr. Mehool Bhuva,
Chairman & Managing Director of the Company are liable to retire by
rotation at the ensuing Annual General meeting and being eligible,
offered himself for re-appointment. Board of Directors recommends the
above re-appointments.
In accordance with Section 149(4) and other applicable provisions, if
any, read with Schedule IV of the Companies Act, 2013, the Company has
to appoint 1/3rd of the total Directors as Independent Directors, for a
maximum period of 5 years and who are not liable to retire by rotation.
Accordingly, the Board of Directors proposes to appoint the existing
Independent Director i.e. Mr. B.T. Mallya as an Independent Directors
of the Company under Section 149 of the Companies Act, 2013 for term up
to 2 (two) years, respectively, in ensuing Annual General Meeting.
The Company has received declarations from the Independent Directors of
the Company confirming that they meet with the criteria of independence
as prescribed both under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchanges.
INSURANCE
The assets of your company are to be adequately insured.
REDEMPTION OF DEBENTURES
Redemption of debentures aggregating to Rs.550.18 lacs still remains
unpaid. The Company has already paid interest to debentures holders
(public at large) upto May 1997 and to debenture holders (Banks and
Mutual funds) upto 30th November 1996.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public as mentioned
in Section 58A of the Companies Act, 1956.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors report:
1. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. that the directors had selected such accounting policies and
applied them consistently and make judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the
statement at the end of the financial year and of the profit or loss of
the company for that period;
3. 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;
4. that the directors had prepared the Annual Accounts of the company
on a going concern basis.
BOARD FOR INDUSTRIAL AND FINANCIAL
RECONSTRUCTION (BIFR):
The Company is in the process of submitting its Draft Rehabilitation
Scheme [DRS] alongwith improvements suggested in the same to Board for
Industrial and Financial Reconstruction [BIFR] for revival of the unit
of the Company.
RENAME THE EXISTING REMUNERATION COMMITTEE & SHAREHOLDERS GRIEVANCE
COMMITTEE AS PER COMPANIES ACT, 2013:
The existing Remuneration Committee of the company be renamed as
Nomination And Remuneration Committee and further the scope of the said
committee be expanded as per the requirements of provisions of section
178 (2) and section 178 (3) of the Companies Act, 2013.
The existing Shareholders Grievance Committee of the company be renamed
as Stakeholders Relationship Committee which will resolve the
grievances of the security holders of the company as per the
requirements of provisions of section 178 (6) of the Companies Act,
2013.
OTHER DISCLOSURES:
CORPORATE GOVERNANCE
In terms of Clause 49 of Listing Agreement with Stock Exchanges, a
Management Discussion and Analysis report is annexed to the Directors
Report and compliance report on Corporate Governance forms part of the
Annual Report.
The disclosure required pursuant to Clause 49 of the Listing Agreement
is given in Annexure 'B' and Management Discussion and Analysis forms
part thereof.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
As required by the Companies (Disclosures of Particulars in the Report
of the Board of Directors) Rules, 1998, the relevant data pertaining to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo are given in the Annexure forming part of this
Report.
PARTICULARS OF EMPLOYEES
Considering the financial difficulties of the Company, the remuneration
committee has approached the Chairman and Managing Director, with
proposal of waiving of outstanding salary for the period April 01, 2013
till March 31, 2014 and the said Managerial personnel have accepted the
said waiver of salary.
Further, there are no employees for financial year ending 31/ 03/2014
who are in receipt of remuneration which in the aggregate was not less
than Rs. 60,00,000/- (Rupees Sixty Lakhs) per annum if employed
throughout the year or were in receipt of the remuneration which in
aggregate was not less than Rs. 5,00,000/- (Rupees Five Lakhs) per
month if employed for a part of the year, pursuant to Section 217(2A)
of the Companies Act, 1956, read with the Company's (Particulars of
Employees) Rules, 1975, as amended by the Companies (Particulars of
Employees) Rule, 2011 for the year ended 31st March, 2014.
AUDITORS:
M/s. Shah, Shah & Shah, Mumbai, the Statutory Auditors of the Company
retire at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment at the forthcoming Annual General Meeting
of the Company.
In furtherance of the same, your Board has approached Ml s. Shah, Shah
& Shah, Chartered Accountants, Mumbai for their proposed re-appointment
as Statutory Auditors of the Company.
COMMENT ON AUDITORS REMARKS U.S. 217(3) OF THE COMPANIES ACT, 1956:
The comments on the observations of the Auditors' Report are given
separately in the Annexure attached.
APPRECIATION:
The Board of Directors wishes to place on record their appreciation to
the Central Government, State Government, Financial Institutions and
Company's bankers for their continued support. It also commends the
contribution made by the employees at all levels.
For and on behalf of the Board of Directors
MEHOOL BHUVA
Chairman & Managing Director
Place: Mumbai
Date:30/08/2014
REGISTERED OFFICE:-
Bajwa Chhani Road,
Behind G.S.F.C Complex
Vadodara-391310 (Gujarat).
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