| Dear Members,
The Directors have great pleasure in presenting the 27th Annual Report
together with Statement of Accounts for the financial year ended March
31, 2014
1. FINANCIAL HIGHLIGHTS (Rs. in Lacs)
PARTICULAR Year ended Year ended
31.03.2014 31.03.2013
Sales 0.00 0.00
Other Income 0.00 0.00
Profit/(Loss) Before Depreciation
and Tax (22.66) (27.17)
Add : Depreciation (32.35) (32.35)
Profit/(Loss) Before Tax (55.01) (59.52)
Less: Tax 0 0
Profit/(Loss) after Tax (55.01) (59.52)
Balance of (loss) brought forward from
previous year (3124.51) (3064.99)
Balance Carried to P & L
Appropriation A/c (3179.52) (3124.51)
2. OPERATIONS AND PRODUCTION
During the year under review, the Company could not recommence the
production as envisaged, due to very high cost of raw materials and
severe financial constraint. Presently all production related
activities are suspended. We have reduced the work force to keep the
cost at minimum.
3. DIVIDEND
In view of the continuing losses your Directors regret that they cannot
recommend dividend for the year.
4. FIXED DEPOSIT
The Company has not accepted any Fixed Deposits within the meaning of
Section 73 of the Companies Act, 2013 and the rules made there under
during the year under review.
5. BIFR RELATED UPDATES
The Draft Rehabilitation Scheme (DRS) submitted by the Company is
pending with the Hon'ble BIFR for its approval.
6. FUTURE BUSINESS PLANS OF THE COMPANY
In view of the unviable situation of existing products namely MIO and
Ferrous Fumarate, the Company is planning to diversify to other
products such as dyes and intermediates.
Efforts are being made to utilize the plant facilities as well as
equipment of this plant for production of dyes and intermediates. We
have initiated actions to augment these facilities by addition of some
more reactors, filters, and some balancing equipments, so that the
combined facilities thus created would be utilized for production of
Dyes and Intermediates.
For cost effective production of Yellow Pigment we have identified new
source, which will reduce and optimize cost of production.
The Company is in process of arranging long term funds as well as funds
for working capital. The company is trying its best to restart the
operations of the Company as early as possible.
7. DIRECTORS
The Board of Directors has recommended the appointment of Mr. V.B Dalal
and Mr. Abhay N. Manudhane as an Independent Director in terms with the
provisions of section 149 of the Companies Act 2013. Mr. V.B Dalal has
served on the Board for last several years
In terms of the provisions of Sections 152 of the Companies Act, 2013
and Articles of Association of the Company, Mrs. Sangeeta Rathi,
Director of the Company retires at the ensuing Annual General Meeting
and, being eligible, offers herself for reappointment.
The particulars of Director seeking re-appointment as required under
Clause 49 of the Listing Agreement executed with the Stock Exchange has
been given under the Corporate Governance Section of this Report.
8. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibilities Statement, it is
hereby confirmed that.
i) in the preparation of accounts for the period ended 31st March,
2014, the applicable Accounting Standards have been followed and there
are no material departures.
ii) the selected Accounting Policies are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at
the year end and profit and loss account of the Company for that
period.
iii) proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities.
iv) the accounts have been prepared on a going-concern basis.
9. AUDITORS AND AUDITORS' REPORT
M/s B K G & Associates, Statutory Auditors of the Company, retire at
the conclusion of the ensuing Annual General Meeting and they are
eligible for the reappointment.
10. COST AUDIT
M/s C. G. Pampat & Co, Cost Accountants, Mumbai have been appointed as
the Cost Auditors of the Company for the financial year 2014-15.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details of conservation of energy, technology absorption, foreign
exchange earnings and outgo, in accordance with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 is attached as Annexure A
12. CORPORATE GOVERNANCE
Pursuant to Clause 49 of Listing Agreement with BSE Limited, Management
Discussion and Analysis, a report on Corporate Governance and
Certificate from the Auditors of the Company regarding compliance of
the condition of corporate governance by the Company is attached to
this Annual Report.
Further, a declaration signed by the member of the Board affirming
compliance with the Code of Conduct by all Board members and Senior
Management Personnel is attached to this report.
13. LISTING WITH STOCK EXCHANGE
The Equity Shares of the Company are listed with the BSE Limited. The
application for revocation of Suspension of trading is pending with the
Exchange.
14. DEMATERIALISATION OF SHARES
Company has the facility to dematerialise its shares with both
depositories viz. CDSL and NSDL.
15. PERSONNEL
During the year under review, there were no employees receiving
remuneration of or in excess of limits prescribed as per the provisions
of Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
16. ACKNOWLEDGEMENTS
Your directors express their thanks and appreciation for the
Cooperation they received from various Government authorities. The
Directors also wish to thank and place on record its appreciation for
all the employees of the Company.
For and on behalf of the Board
Place : Navi Mumbai Brijmohan Rathi V.B.Dalal
Date : 13th August, 2014 Director Director | 