| The Directors have pleasure in presenting Thirty Sixth Annual Report
together with the Audited Accounts for the financial year ended 31st
December, 2010.
FINANCIAL RESULTS
The summarized financial results for the year ended 31st December, 2010
and for the previous year ended 31st December, 2009 are as under:
(Rs. In Lacs)
31/12/2010 31/12/2009
Sales / Income from operation 221.33 5820.63
Profit/(Loss) before Taxation &
Depreciation 217.67 (101.55)
Less: Interest
Profit / (Loss) for the Year 217.67 (101.55)
Less : Short Provision of Taxes 0.45 -
Profit / (Loss) 217.22 (101.55)
Add: Balance B/F from Previous Year (1795.16) (1693.61)
Loss Transferred to Balance Sheet (1577.94) (1795.16)
OPERATIONS
Your Directors are pleased to inform you that from the recent past the
Company has taken initiatives to make its net worth positive for
de-registration of the Company as a Sick Industrial Company with BIFR
and on account of continuous and sincere efforts of the entire
management team the Company has been able to get approval from the
Hon'ble High Court of Gujarat for the scheme of Compromise and
Arrangement with Creditors of the Company u/s 391 of the Companies Act,
1956 and in relevance to that the Company has settled entire dues of
secured and unsecured creditors of One Time Settlement (OTS) Scheme as
sanctioned by Hon'ble High Court of Gujarat. The Company has manage its
fund require to pay as per OTS from Its itemed accruals as well as the
fresh fund input by the sponsors of the scheme. The settlement of the
dues of both secured as well as unsecured creditors has bearing on the
reduction of the interest cost of the Company to a significant extent.
During the year under review the Company has earned net profit of Rs.
217.22 laky as against loss of Rs. 101.55 laky during the previous year
which shows more than 200% positive growth and your Directors are
hopeful that the performance will increase gradually in the years to
come.
Due to internal accruals as well as settlement of dues with the
creditors of the Company as per OTS, the Net worth stands positive on
the date of Balance Sheet i.e. 31.12.2010 and the revival of the
company is sustainable. The Company was earlier registered as a sick
Company with BIFR. The Board of Directors recommend to file an Applica-
tion to Hon'ble BIFR for de-registration of the Company.
DIVIDEND
Looking to the carry forward of losses of the Company, your Directors
are unable to recommend any dividend.
FIXED DEPOSITS
During the Year under review, the Company has not accepted any fixed
deposits to which the provisions of section 58A of the Companies Act,
1956 are applicable.
LISTING FEES
The Equity Shares of the Company are listed on Ahmedabad and Mumbai
Stock Exchanges and the Company has paid Annual Listing Fees to Both
the Stock Exchanges up to the year 2010-2011.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company Shri Rajesh D. Slinky, Director
of the Company retire by rotation at the ensuing Annual General Meeting
and being eligible offer himself for reappointment.
Brief resume of the Director, nature of his expertise in specific
functional areas and the name of the companies in which he hold the
directorship and chairmanship/membership of the committees of the
board, as stipulated under clause 49 of the Listing Agreement with the
stock exchange is given as annexure to the notice convening the Annual
General Meeting. a
SCHEME OF COMPROMISE AND ARRANGEMENT
The Board For Industrial and Financial Reconstruction (BIFR) has
declared the Company as a Sick Industrial Company within the meaning of
the Section 3 (1) (0) of The Sick Industrial Companies (Special
Provisions) Act, 1985 on 4/6/1998. As per BIFR order dated 5th
February, 2002, the Board decided to recommend for winding up of the
Company to Honorable High Court of Gujarat. To save the Company from
winding up, management has submitted a Scheme of Compromise with
Creditors in the High Court of Gujarat u\s 391 of the Companies Act,
1956. The Hon'ble High Court of Gujarat has sanctioned the said scheme
of compromise and passed the order. The requisite effect of the order
has been given in the Books of Accounts and the Net worth of the
Company is positive after giving above effect. Company has made the
necessary application to BIFR for abatement.
APPOINTMENT OF AUDITORS
Auditors of the Company M/s. Devour Navaho & Co., Chartered
Accountants, Ahmedabad (Firm Registration No. 121975W) hold office as
Auditors of the Company until the conclusion of the Annual General
Meeting and being eligible, offers themselves for re-appointment. Your
Directors recommended their reappointment. Auditors in their report
have mentioned that company has not provided for depreciation on the
Building and thus loss has been understated. Directors are of the view
that since no manufacturing operations were carried out during the year
depreciation on building should not be provided as it would not be
claimable expenses under Income Tax Act also. With regards to third
party confirmations, Company has received confirmations from some
parties, however some of them have not responded and accordingly
confirmation from all the parties could not be obtained. The figures
shown in accounts book are however true and would not affect the true
and fair view of the accounts. Further explanations of the comments are
provided in the notes forming part of accounts given by the management
of the Company.
CORPORATE GOVERNANCE REPORT
The Company has complied with the requirements of Corporate Governance
as stipulated by the SEBI and Listing Agreement entered into with the
Stock Exchange. A separate report on Corporate Governance and a
certificate from the Auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchange, form part of the Annual
Report.
REFERENCE TO BIFR
The Net Worth of the Company has become positive as on Balance Sheet
i.e. 31st December, 2010, and therefore company intends to make the
application with Hon'ble BIFR for deregistration of the case discharged
from purview ofSICA1985.
CHANGE OF NAME OF THE COMPANY
The Board of Directors of the Company has decided to change the name of
the Company subject to approval of the ROC, Gujarat and Members of the
Company in forthcoming Annual General Meeting.
PARTICULARS OF EMPLOYEES
The Company does not have any employee who was in receipt of
remuneration aggregating to the sum prescribed under Section 217 (2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Amendment Rules, 2002.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
As there was no manufacturing activity during the period under review,
the details under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are not applicable. The
transactions of the Company do not involve any foreign exchange
earnings and outgo.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA), the Board of Directors
of your company state:
- that in the preparation of the annual accounts, the applicable
accounting standards have been followed:
- that the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are 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 that period.
- that the Directors have 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:
- that the directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT
Your Directors take this opportunity to acknowledge the trust respond
in your Company by its Shareholders.
Date : 10.02.2011 FOR AND ON BEHALF OF THE BOARD
Place: Ahmedabad
(RAMESH D. SOLANKI)
CHAIRMAN | 