| Dear Members,
The Directors hereby present the Annual Report on the business and
operations of the Company together with the Audited Statement of
Accounts for the year ended 31st March, 2014.
1. Financial Results
Particulars 2013-14 2012-13
(in Rs) (in Rs)
Total Income 7,02,41,643 9,98,26,542
Less: Expenditure 20,3531,122 19,09,25,972
Profit/(Loss) before Depreciation,
Finance Charges and Tax (13,32,89,479) (9,10,99,430)
Less: Interest and Financial Charges 33,29,205 4,67,38,355
Less: Depreciation 99,56,221 1,87,91,752
Profit/(Loss) before Tax (14,65,74,905) (15,66,29,537)
Less: Provision for Taxation - -
Less: Prior Period Taxation
Adjustments - (1,17,60,179)
Add: Deferred Tax - (7,25,195)
Profit/(Loss) for the Year (14,65,74,905) (14,41,44,163)
Add: Balance brought forward from
previous year (8,31,80,134) 6,09,63,530
Less: Appropriated as per Scheme
of Arrangement - -
Profit available for appropriation - -
Less: Appropriations Transfer to
General Reserve - -
Balance carried forward (22,97,55,039) (8,31,80,634)
2. Dividend:
Considering the need for conservation of resources, the Board does not
recommend any dividend.
3. Directors
Mr. Balkrishna Tendulkar has resigned from the Board w.e.f. 1st April,
2013. The Board of Directors appointed Mr. Murlidharan Nair as an
Independent Director. and Mr. Niladri Mondal as an Independent Director
on the Board w.e.f. 1st April, 2013 and 16th November, 2013
respectively.
4. Disclosure Under Section 274(1)(g)
None of the Directors of the Company are disqualified from being
appointed as Directors as specified under Section 274(1)(g) of the
Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.
5. Code of Conduct
Your Company has a Code of Conduct as per the listing agreement which
is applicable to all the Directors and senior management of the
Company. The Company has received confirmations from all Directors and
senior management of the Company about their compliance with the said
code of conduct during the financial year ended 31st March, 2014.
6. Directors' Responsibility Statement:
To the best of their knowledge and belief, and according to the
information and explanations provided to them, your Directors make the
following statement, pursuant to Section 217 (2AA) of the Companies
Act, 1956:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) the appropriate accounting policies have been selected and applied
consistently and judgments and estimates that are reasonable and
prudent made so as to give a true and fair view of the state of affairs
of the Company as at March 31,2014 and of the profit of the Company for
the year April 1, 2013 to March 31, 2014;
(iii) the 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
detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis
7. Corporate Governance-
Due to reasons beyond control, the Company was unable to comply with
some of the mandatory provisions of Corporate Governance as prescribed
in the Listing Agreement. A separate report on Corporate Governance
compliance is included as a part of the Annual Report along with the
Auditors' Certificate.
8. Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings and Outgoings-
Disclosure of information in accordance with the provisions 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 regarding conservation of energy and technology absorption is not
applicable to your Company.
The particular regarding foreign exchange earnings and foreign exchange
expenditure during the year of Rs. Rs.71,38,349 and Rs.97,60,186
respectively are as appearing in Note no. XIII (c) & (d) of notes to
accounts.
9. Public Deposits-
The Company has not accepted any Fixed Deposits from the Public /
Shareholders.
10. Auditors and Auditors' Report-
M/s. R A R & Associates, Chartered Accountants, Mumbai, the statutory
auditors of the Company retire at the conclusion of the forthcoming
Annual General Meeting and being eligible, have offered themselves for
re-appointment. The Company has received a Certificate from them to the
effect that their re-appointment, if made, would be within the limits
prescribed under the Companies Act, 2013.
Directors' reply to adverse remarks in Auditors' Report:
There were certain defaults in depositing with appropriate authorities
undisputed statutory dues, but the Company has paid the dues.
Even although default in payment to financial institution is happened,
but the Company has taken steps to pay the dues.
11. Particulars of Employees-
None of the employees are covered under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended.
12. Appreciation-
Your Board takes this opportunity to express its sincere appreciation
of the excellent contribution made by all its employees towards the
overall performance of your company. Your Directors also thank all the
shareholders, dealers, suppliers, bankers and other business associates
for their valuable service and support during the year.
For and on behalf of Board of Directors
Dr. K. K. Menon Mr. Rajiv Nair
(Chairman & Managing Director) (Director)
Place : Navi Mumbai
Date : 28th November, 2014
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