| Dear Members,
The Directors present herewith the 41st Annual Report and the Audited
Statement of Accounts of the company for period from 1st April, 2013 to
31st March, 2014.
Financial Highlights
PARTICULARS FOR THE (IN LACS)
PERIOD ENDED 2012-2013
2013-2014
Operational Income 3.26 214.56
Other Income 361.92 23.33
Total Expenditure 521.51 2357.15
(excluding interest)
Interest - 9.99
Loss before Tax (127.02) (2119.26)
Deferred Tax 77.81 79.25
Loss after tax (49.21) (2040.01)
Dividend
The Board does not recommend any dividend for the period under review.
Operations
During the period under review, the turnover of the Company was Rs.
3.26 Lac in comparison to Rs. 214.56 Lac of previous year mainly on
account of partial closure of the production facilities due to lack of
availability of working capital funds and persistent labour problems.
The company has been mainly servicing customers whose requirements
matched the company's stock of semi- finished and finished goods
entirely or partially. In several cases, semi-finished and finished
goods have been re-worked to meet the current customers' requirements.
Members are aware that the company had filed a reference under section
15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985
due to erosion of its net worth. As of 31st March, 2014, the net worth
remains negative in view of the accumulated loss .
Meanwhile, our accounts with the banks were designated as Non-
Performing Asset (NPA) by the bankers and in May, 2011 the bankers
initiated recovery action under the Securitization and Reconstruction
of Financial Assets and Enforcement of Security Interest Act, 2002. The
Company is taking all requisite measures to ensure that the outstanding
dues to the bankers is settled and has already given its proposal for
one-time settlement with the bankers. State Bank of India, which became
our lead bank after the merger of State Bank of Indore with it in
August 2010, also sent us a possession notice in October, 2011 against
which the company has already filed an application with the Debt
Recovery Tribunal. The management is making constant endeavors to move
on with discussions with the bankers so as to arrive at a mutually
acceptable proposal.
The management is also evaluating various options with respect to
raising the funds required for settling the banks' dues, including
selling or leasing the land on which the factory is situated and
shifting the operations to an alternate site. As of date, the
management is seriously considering a couple of proposals, although a
structured outcome is yet to emerge.
Directors
In accordance with the provisions of the Articles of Association of the
Company, Mrs. Anita Sekhri, retires by rotation at the forthcoming
Annual General Meeting and being eligible, offer herself for
reappointment. The Board recommends her re-appointment.
Statutory Auditors
The Auditor M/s. Batliboi & Purohit, Chartered Accountants (Firm
Registration No. 101048W), who are the statutory auditors of the
Company, hold office till the conclusion of the forthcoming AGM and are
eligible for re-appointment. Pursuant to the provisions of section 139
of the Companies Act, 2013 and the Rules framed thereunder, it is
proposed to appoint M/s. Batliboi & Purohit, Chartered Accountants
(Firm Registration No. 101048W) as statutory auditors of the Company
from the conclusion of the forthcoming AGM till the conclusion of the
Forty Third AGM to be held in the year 2016, subject to ratification of
their appointment at every AGM. The Board of Directors has recommended
their re-appointment as auditors.
The written consent from the Auditor has been received along with a
certificate that their appointment if made, shall be in accordance with
the prescribed conditions and the said auditors satisfy the criteria
provided in Section 141 of the Act.
Public Deposits
The Company has not invited and/ or accepted any deposits within the
meaning of Section 58 A of the Companies Act, 1956, read with the
Companies (Acceptance of Deposits) Rules, 1975 made thereunder.
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:
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
b) the accounting policies have been selected and applied consistently
and all judgments and estimates made are reasonable and prudent, so as
to give a fair view of the state of affairs of the Company as at 31st
March, 2014 and of the loss for that period ;
c) proper and sufficient care has been taken 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 fraud and other irregularities ;
d) the annual accounts have been prepared on a going -concern basis.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information required in terms of 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 as Annexure A
to this Report.
Subsidiary Company
The statement pursuant to Section 212 of the Companies Act, 1956 in
respect of the Company's subsidiary viz. SGFL International BV is
attached as Annexure B to this Report. The subsidiary was constrained
to sell off its investments in view of the fall in global demand and
due to serious operational problems. The consolidated financial
statements of the Company and its subsidiary forms part of the Annual
Report.
Pursuant to the General Circular no.2/2011 dated February 8, 2011
issued by the Ministry of Corporate Affairs , the Board has given
consent for not attaching the Balance Sheet, the Profit and Loss
Account and other documents as set out in section 212 (1) of the
Companies Act, 1956, in respect of the subsidiary. However, these
documents are available for inspection by any member at the Registered
Office of the Company, during working hours upto the date of the Annual
General Meeting. Copies of these documents shall also be made available
to any member of the company upon request.
Particulars of Employees
There are no employees drawing remuneration in excess of the limits
specified in section 217(2A) of the Companies Act, 1956.
Industrial Relations
The company was constrained to lay off few employees in view of partial
closure of operations consequent to which they had moved the Industrial
Court, Thane for payment of closure compensation.
The company has been taking efforts to ensure peaceful severance of
service and amicable settlement of the dues of the employees concerned.
In reciprocation, some of the employees have accepted the company's
proposal and their dues have been settled. However ,the Industrial
Court, Thane ,has restrained the company from shifting, selling,
parting with or creating third party interest in respect of its plant,
machinery , land, building or any immovable property.
Management Discussion & Analysis Report and Report on Corporate
Governance
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion & Analysis Report, the Report on Corporate Governance and
the certificate in respect of compliance of requirements of Corporate
Governance are annexed to this Report and form part of this Annual
Report.
Acknowledgement
Your Directors express their grateful appreciation to the company's
valued customers, suppliers, investors and bankers for their continued
support, assistance, co-operation and guidance. Your directors also
thank all the employees and executives for their contribution and look
forward to their continued support in the future too.
Date: 25.11.2014 By order of the Board
Place: Mumbai For Shree Ganesh Forgings Limited
Registered Office: Sd/-
412, Emca House, Deepak B. Sekhri
S.B.S. Road, Fort, Chairman & Managing Director
Mumbai-400 001 DIN : 00054671 | 