| The Directors have pleasure in presenting the Twenty First Annual
Report together with the Audited Accounts for the year ended 31st March
2012.
1. FINANCIAL RESULTS
(F.s.in Lacs)
2011-2012 2010-11
Sales & Other Income 0.18 6.15
Loss Before Depreciation & Tax -56.93 -99.84
Depreciation 139.02 139.02
Loss before Current Tax -195.95 -238.86
Prior year adjustments 0.24 0.00
Provision for Current Tax 0.00 0.00
Loss after Tax -195.71 -238.86
Provison for Deferred Tax 0.00 0.00
Net Loss -195.71 -238.86
Balance of Profit ofPrevious Yea- -2668.90 -2430.04
Balance -2864.61 -2668.90
APPROPRIATIONS
Surplus to Balance Sheet -2864.61 -2668.90
2. OPERATIONS
During the year under review Company's plant remained closed due to
non viability of the Unit. The Company has not done any business
activities (Last year turnover Rs.NIL). The Company has incurred loss
of Rs 195.71 lacs after providing for tax as against loss of Rs. 238.86
lacs in the previous year.
3. DIVIDEND
In view of the losses your Directors are unable to recommend any
dividend for the year ended 3 T' March, 2012.
4. FIXED DEPOSITS
The Company has not accepted any Public Deposit during the year nor
there any deposit outstanding for repayment.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information as required under Section 217(I )(e) of the Companies
Act, 1956 read with the Compianies (Disclosure of Particulars in the
Report of the Directors) Rules, 1988 is given in the Annexure to the
Report.
6. DIRECTORS
Sliri Gajanan Salunke Director retire by rotation at the ensuing Annua!
General Meeting and being eligible, offer himself for reappointment
7. DIRECTORS RESPONSIBILITY STATEMENT Your Directors state
a. that in the preparation of the annual accounts for the year ended
31.03.2012, the applicable accounting standards had been followed along
with proper explanation relating to material departures; '
b. that while preparing the annual accounts the policies selected are
consistent and the judgments and estimates applied 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 financial
results of the company for the year ended on 31-03-2012.
c. that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in safeguarding the assets
of the Company and for preventing and detecting fraud and other
irregularities;
d. that the directors had prepared the annual accounts for the year
ended on 31.03.2012 on a going concern basis.
8. LISTING ON STOCK EXCHANGE
Due to non-compliance with the provisions of the Listing Agreement by
the Company trading in equity shares of the Company suspended by Bombay
Stock Exchange w.e.f. 19/12/201 I, and after compliance of all
requirements, Company has received In-Principle Approval for revocation
of suspension in trading of equity shares of the Company. The Company's
Shares are listed with the Mumbai Stock Exchange, Alrnedabad Stock
Exchange, Vadodara Stock Exchange and Delhi Stock Exchange.
9. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a compliance report on the Corporate Governance forms part
of the Annual Report along witii Auditors' Certificate on its
compliance.
10. MANAGEMENT DISCUSSION AND ANALYSIS
Overview
The Company's plants remained closed during tne year under review due
to non viability of the unit. The Company has not done any trading
activities during the year under review.
Business of the Company
During the year Company has not done any business activity. However,
the Company is mainly engaged in the business of manufacturing Coarse
Count Cotton Yarn and The Company has presently discontinued its
business activities due tc non viability of the unit.
Industry Structure and Developments
India has the unique distinction of possessing all possible varieties
of cotton. India is able to offer a wide variety of cotton textiles
since she is, perhaps, the producer of largest range of cottons in the
world. Besides being one of the four biggest producers of raw cotton in
the World. In between, there are all staple lengths and micromere
values. And of course India has consumers with all kinds of incomes.
The production of raw cctton in India has grown steadily.
over the years. However due to export of raw cotton post WTO 2005 the
present product mix is unviable. '
Business Outlook
The product mix became a major problem as due to exports of short and
medium staple cotton leading to major competition from China due to
which the end products made out of short and medium staple cotton fibre
became highly competitive in price hence unviable. Hence, turnaround
can be expected only after forward integration and modification of
product mix.
Risks and Concerns
The Company's expectations and estimates may vary and the same are
dependent on factors like monsoons, general economical conditions,
terrorists attacks etc. affecting market sentimerts in addition, the
government policies and tax implications.
Audit Committee & Internal Control System
The Audit Committee appointed under the Board of Directors reviews the
adequacy and effectiveness of the internal control systems and suggests
improvement for strengthening them, from time to time. The company has
instituted adequate internal control procedure commensurate with the
nature of its business size of its operations. Regular internal Audits
and checks ensure that responsibilities are executed effectively.
Human Resources
The Company's industrial relations were cordtal.
Cautionary Statement
Estimates and expectations stated in this Management Discussion and
Analysis may be "forward-looking statement" within the meaning of
applicable securities, laws and regulations. Actual results could
differ materially from those expressed or implied.
11. PARTICULARS OF EMPLOYEES:
During the year under review there was no employee in respect of whom
disclosure is required to be made as per provisions of Section 2I7(2A''
of the Companies Act 1956 read with Companies (Particulars of
Employees) Rules 1975.
12. AUDITORS' REPORT:
The Notes to the Accounts referred to in the Auditors' Report are self
explanatory and need no further explanation.
13. AUDITORS:
The Auditors M/s. S.M. Bliat & Associates, Chartered Accountants,
retire at the conclusion of this Annual General Meeting. M/s. S.M. Bhat
& Associates, Chartered Accountants have informed the Company that, if
appointed, their appointment will be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956. Accordingly, the
Shareholders approval is being sought to their appointment as the
Auditors of the Company at the Annual General Meeting.
14. ACKNOWLEDGEMENT:
Your Directors take this opportunity to place on record their warm
appreciation of the valuable contribution, unstinted efforts and spirit
of dedication shown by the employees of the Company during the year
under review. The Directors also take this opportunity to express their
sinceie thanks for the assistance, co-operation and support extended to
your company by the bankers and financial institutions.
By Order of the Board
Dr. Mohd. Irfan Yurniturewala
Chairman & Managing Director
Mumbai, date: 31st May, 2012
Registered Office:
335, Shalimar House,
Grant Road,
Mumbai 400 007
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