| The Directors present the 32nd Annual Report and the Audited Accounts
for the financial year ended 31st March, 2012.
FINANCIAL PERFORMANCE
(Rs in Lakhs)
Particulars 31.3.2012 31.3.2011
Total Revenue 0.37 2.33
Profit / (Loss) before Tax (49.41) (62.32)
Profit / (Loss) after Tax (49.41) (62.32)
OPERATIONS :
During the year under review, there were no operations. The recovery
suit filed by the lead Institution i.e. ICICI Bank Ltd., is still
pending before the Debt Recovery Tribunal, Mumbai.
Counter claim of Rs. 210 crores filed by the Company against ICICI Bank
Ltd., in respect of the value of assets as handed over to the Receiver
appointed by the Hon'ble Mumbai High Court is still pending before Debt
Recovery Tribunal, Mumbai. The ICICI Bank Limited filed an Appeal.
However Debt Recovery Appellate Tribunal, Mumbai has dismissed the said
appeal of ICICI Bank Limited, and allowed the Company to move its
counter claim.
Pending decision in the matter of company's claim on ICICI (Lead Bank)
amounting to Rs.210 crores, on account of their loss and negligence
which resulted in a total loss of company's most valuable assets which
had a value more than sufficient to meet the claims of all secured
and/or unsecured creditors. By failing to carry out timely maintenance
despite reminders from the Court Receiver, High Court, Mumbai and
others, the financial institutions allowed dissipation and ultimate
destruction of the two dry docks and other imported & indigenous
machineries. Therefore, the cost of fixed assets (net of relevant
revaluation reserve) less depreciation provided till the date of
disposal and value of inventories aggregating to Rs. 48.81 crores, as
intimated by DRT Receiver, has been deducted from secured loans. In
view of above, the management is of the considered opinion that no
amount whatsoever is due and payable to the Financial Institutions.
Amount due and payable to Financial Institutions i. e. ICICI, IDBI and
IFCI in terms of loan agreements executed by the Company with them were
secured by way of first mortgage by deposit of title deeds with the
lead institution of all immovable properties, both present and future,
and first charge by way of hypothecation of two Floating Dry Docks of
14000 M.T. and 2400 M.T. lifting capacity and all the other movable
assets (save and except book debts) including movable machinery,
machinery spares, tools and accessories present and future, which have
since been disposed of by DRT Receiver during the preceding years.
DIVIDEND :
In view of the existing financial status, Board is not in a position to
recommend any dividend for the financial year 2011-2012.
FIXED DEPOSITS:
Since your Company has not accepted any deposits under Section 58A of
the Companies Act, 1956 from the public, no information need to be
furnished in respect of deposits.
DIRECTORS:
Shri N. K. Tulshan, Director is to retire by rotation at the ensuing
Annual General Meeting and being eligible offers himself for
re-appointment.
Brief resume of the above retiring Director, nature of his expertise in
specific functional areas and names of companies in which he holds the
other directorships, as required by clause 49 of the Listing Agreement
with the stock exchanges, are given in the section on Corporate
Governance elsewhere in this Annual Report.
AUDITORS:
M/s. Doogar & Associates, Chartered Accountants, Auditors of the
Company are retiring at the conclusion of the 32nd Annual General
Meeting and being eligible, offer themselves for reappointment. The
Company has received a certificate from the Auditors to the effect that
their appointment, if made, will be within the prescribed limits.
AUDITORS' REPORT:
Auditors' Report annexed to the Balance Sheet and the Profit and Loss
Account are self-explanatory. However, the Board discussed the
qualifications raised by the Auditors in their Reports and noted the
same along with the explanations provided by the management as annexed
to this Report.
LISTING OF SECURITIES:
Presently Securities of the Company are listed on the Bombay Stock
Exchange (BSE).
SHARE TRANSFER SYSTEM:
The Company's shares are in Demat Form with Central Depository Services
(India) Ltd.
Company has appointed "Beetal Financial & Computer Services (P)
Limited" as its Registrar and Share Transfer Agents. Transfer of shares
is approved by the Shareholders / Investors Grievance Committee of
Directors which meets at a regular interval.
PARTICULARS OF EMPLOYEES:
During the year under review, Company has no employee who is in receipt
of remuneration in excess as provided under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975
CORPORATE GOVERNANCE CLAUSE 49 OF THE LISTING AGREEMENT:
In compliance with Clause 49 of the Listing Agreement with the Stock
Exchange, a report on Corporate Governance along with certificate
regarding compliance of Corporate Governance as stipulated under Clause
49 of the Listing Agreement and Management Discussion and Analysis are
annexed as a part of Annual Report.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS & OUT GO:
Information as required by Section 217(1) (e) of the Companies Act,
1956, read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, is set out in the Annexure and forms
part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby
confirmed:-
(i) That in the preparation of the accounts for the financial year
ended 31st March, 2012 the applicable accounting standards have been
followed along with proper explanations relating to material departure;
(ii) That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the
profit and loss of the Company for the year under review;
(iii) That the Directors had 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; and
(iv) That the Directors had prepared the accounts for the financial
year ended 31st March, 2012 on a going concern basis except to the
extent as noted in the Auditors' Report.
ACKNOWLEDGMENT :
Board places on record its deep appreciation for the services of the
Executives & Staff of the Company.
For and on behalf of the Board
Jagdish Chokhani
Chairman
DIN- 00304040
Place : New Delhi
Date : 30/07/2012
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