| Dear Members,
Directors have pleasure in presenting their Annual Report on the
Financial Performance of the Company for the year ended the 31st March,
2014:-
Financial Results:
(Amount in Rs.)
2013-2014 2012-2013
Income From Operation 35,86,49,241.00 33,96,64,865.00
Loss (-) / Profit before Interest,
Depreciation and 4,43,72,298.00
Taxes
Less: Interest 6,68,20,050.00 31,29,65,055.00
Less: Depreciation & Amortization 7,56,997.00 3,05,07,26,700
Loss (-)/ Profit before Tax (3,82,84,440.00) (2,99,100,024.00)
Less: Provision for Tax including
Deferred Tax 0.00 0.00
Excess provision written back 3,11,26,609.00 0.00
Loss after Tax (71,57,831.00) (2,99,100,024.00)
Working Performance Review:
The total turnover of the Company during the year is Rs. 3586.49 Lacs
as compared with Rs. 3396.64 Lacs for the previous year and resulting
decrease in loss of the company to Rs. 71.57 Lacs as compared to loss
of Rs. 2991.00 Lacs of previous year. Your Directors are confident and
trying hard to increase the profitability during the current financial
year with dedicated efforts of the management.
Exports:
The company has not done any export during the year as well as previous
year.
Dividend:
The Board of Directors regrets their inability to recommend any
dividend for the year, due to absence of profit during the year.
Sick Industrial Company:
The Company is a sick company, as its having accumulated losses more
than its net worth. Reference of the Company at BIFR, is restored by
the BIFR during the financial year to its original number. BIFR has
directed to the Company to prepare Draft Rehabilitation Scheme and
submit the same to Operating Agency and the same is under process. Debt
of the Company has been taken over by the ARCIL from the Bankers.
Directors
Mr. Manish Jajoo is retiring by rotation at the forthcoming Annual
General Meeting and is eligible for re-appointment. Further as per the
provision of section 149 and 152 of the Companies Act, 2013, Mr. Pankaj
Singhal, Mr. Sunil Choudhary, and Mr. Vijay Bakliwal Independent,
non-executive directors of the Company are proposed to be re-appointed
for a period of 5 years, commencing from 01st October, 2014 to 30th
September, 2019. Resolutions has been given in the notice for the same
for approval of members.
Auditors
M/s. B. Bansal & Co., Chartered Accountants, Indore, the Statutory
Auditors of the company is retiring at the forthcoming Annual General
Meeting and they are eligible for re-appointment. The Board recommends
their re-appointment.
Auditors' Report
Explanation for remark in Auditor's Report:
Point No.2 g) (a) Due to continue losses, Company has become sick
company. Looking into financial condition, Company is not in position
to redeem Preference Shares as per terms of the issue and pay the
dividend accrued thereon. A detailed note is also provided in Notes to
the Account annexed with Balance Sheet of the Company.
Point No. 2 g) b) As Company is a sick Company and registered with
BIFR, is in continuous touch with Banks and Financial Institutions for
settlement to clear their dues for the revival of the Company. During
the year ARCIL has taken over the accounts of the lending Banks.
Public Deposits
The company has not accepted deposits from the public in terms of
Companies (Acceptance of Deposit) Rules 1985 and there are no unpaid or
unclaimed deposits with the company.
Management Discussion & Analysis
A detailed report on Management Discussion & Analysis is Annexed and
forming part of this report.
Audit Committee is constituted by the Company for looking after various
requirements of Companies Act and Listing Agreement. Detail has been
given in Corporate Governance Report.
Report on Corporate Governance
A detailed report on Corporate Governance as required under Clause 49
of the listing Agreement is Annexed and forming part of this report.
Directors' Responsibility Statement
In compliance with the provisions of Section 217(2AA) of the Companies
Act, 1956, your directors hereby confirm that -
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with the proper explanation relating
to material departures, if any.
ii) The directors have selected such accounting policies and applied
them consistently and have made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the company as at the end of the financial year ended 31st
March, 2014 and of the profit of the company for that year.
iii) The directors have 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.
iv) The directors have prepared the annual accounts for the year ended
31st March, 2014 on a going concern basis.
Conservation Of Energy, Technology Absorption, Adaptation & Innovation
and Foreign Exchange Earnings and Outgo
A statement pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is enclosed and forming part of this
report.
Particulars of Employees
Particulars of the employees, pursuant to Section 217 (2A) of the
companies Act, 1956 read with the Companies (Particulars of the
Employees) Rules 1975 is nil, as none of the employee has received
remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or
more.
Acknowledgement
Your directors are pleased to place on record their sincere
appreciation for the valuable assistance and co-operation received from
the Banks, Institutions, Government Departments, Customers and
Suppliers throughout the year. The Board also acknowledges the
contributions made by the officers and staff of the company at all
levels for their diligent, devotion and whole-hearted efforts
throughout the year for the progress of the company.
BY ORDER OF THE BOARD
PLACE: INDORE PANKAJ JAJOO
DATE: 03.09.2014 CHAIRMAN & MANAGING DIRECTOR
DIN: 00017748
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