| Dear Shareholders
The Directors have pleasure in presenting the 14th Annual Report and
the audited statement of accounts of the company for the financial year
ended 30th June, 2004.
FINANCIAL RESULTS:- Rs.'000
2003-2004 2002-2003
Turnover 5,308 5,361
Gross profit before interest and depreciation
Less: Interest NIL NIL
Depreciation NIL NIL
Profit before tax 98 57
Less: Provision for taxation NIL NIL
Profit after tax 98 57
Prior Period Adjustments 410 NIL
Balance B/F from previous year 935,964 936,021
TOTAL 935,456 1935,964
Appropriations:
Proposed dividend on equity shares NIL NIL
Corporate tax on dividend NIL NIL
Debenture redemption reserve NIL NIL
Balance carried to Balance Sheet 935,456 935,964
DIVIDEND
The Directors do not recommend any dividend for the year 30th
June,2004.
CLAIM OF LOSS
The operation of the company had a set back consequent upon the
collapse of the operating office building (Poonam Chambers, B Wing, Dr.
A. B. Road, Worli, Mumbai on 11th September, 1997, as a result of which
the company had suffered huge losses. The losses quantified have been
transferred to "claims receivable" based on legal advice. The
dislocation of the operation has been corrected over the months and it
is expected to improve upon further during the current year.
FIXED DEPOSITS
The company has not accepted any deposit within the meaning of Section
58A of the Companies Act, 1956 and the rules made there under.
DIRECTORS
Dr. A. Sundarajan retire by rotation at the ensuing Annual General
Meeting and being eligible offer, himself for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement Under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed:-
* That in the preparation of the annual accounts for the financial year
ended 30th June, 2004 the Application Accounting Standards had been
followed along with proper explanation relating to material departures.
* That the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 the year under review.
* That the Director had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
* That the Directors had prepared the accounts for the financial year
ended 30th June, 2004 on a going concern basis.
AUDITORS
M/s Y.K.Tolia & Associates, Chartered Accountants, Statutory Auditors
of the company hold office till the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment.
COMPLIANCE CERTIFICATE
A certificate from the Auditor of the Company regarding compliance of
conditions of corporate governance as stipulated under clause 49of the
listing agreement is attached to this report.
PERSONNEL
As there are no employees, drawing remuneration as per provisions of
Section 217(2A) of the Companies Act, 1956, and due to that, there is
no requirement to submit particulars of employees as per the provisions
of section 217 (2A) of the Companies Act,1956, read with the provisions
of Companies (Particulars of Employees ) Rules, 1975.
Conservation of Energy, Technology Absorption, Research & Development
and Foreign Exchange Earnings and Outgo:-
Conservation of Energy:
The Company's operations involve low energy consumption. However
efforts to conserve and optimize the use of energy through improved
operational methods and other means will continue.
Technology Absorption:
The Technology available and utilized is continuously being upgraded to
improve overall performance and productivity.
Research & Development:
The company believes that Research & Development is a continues process
and is a key driver to scalable and sustained corporate excellence. Our
Research & Development activities help us gear for future opportunities
and are focused to provide unique benefits to our customers.
accordingly during the year, several key focus areas were identified.
Foreign Exchange Earnings : Nil
Foreign Exchange Outgo: Nil
CORPORATE GOVERNANCE
The Company continues to be committed to the systems of good corporate
governance by increased transparency and accountability to its
shareholders. Pursuant to clause 49 of the Listing Agreement with Stock
Exchanges, a report On Corporate Governance and Auditors certificate
regarding compliance of conditions of Corporate Governance are made
part of the Annual Report.
ACKNOWLEDGMENT
The Directors place on record their appreciation of the assistance and
support extended by all government authorities, financial institutions,
banks, consultants, solicitors, shareholders and debenture holders of
the company. Yours directors also wish to thank management and staff
of, the promoter company, for the continuous guidance and support
received from them. Your directors express their appreciation for the
dedicated and sincere services rendered by employees of the company.
For and on behalf of the Board
R.KACHALIA Dr. A.SUNDARAJAN
Whole Time Director Director
Dated : 16th October,2004
Place : Hyderabad
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