| The Directors have Pleasure in Presenting the 23rd Annual Report
together with audited statement of accounts for the year ended 31st
March, 2012.
WORKIING RESULTS
During the period under review your Company spent Rs. 49.80 Lakhs as
Pre-operative expense. No Income was generated during the year under
review. The working results for the Financial Year 2011-12 and 2010- 11
are as under:
(Amount in Rs)
Particulars 31-3-2012 31-03-2011
Total Income Nil Nil
Depreciation Nil Nil
Profit(Loss) before Tax Nil Nil
Provision for Tax-FBT Nil Nil
Profit (loss) after Tax Nil Nil
Note: The Company incurred an expenditure of Rs. 49.80 Lacs as Pre-
operative Expenses during the year.
OPERATIONS AND FUTURE PLANS
Your Directors are pleased to report that a study for the revival of
the Company is already underway. The listing of Shares of the company
is approved for Revocation of Suspension and Trading is likely to begin
within a short time. The Company plans to raise more funds to augment
resources which have been necessitated due to afflux of time and cost
overrun and foreign exchange rate fluctuations since 1998 when the
commercial production was to commence.
The Company had completed construction of 30,000 sq. ft RCC building
and had purchased imported and indigenous machines. The Company was
about to commence production but could not do so due to ban on power
connections by the High Court of Bombay (Goa Bench) imposed in the year
1997 98 which resulted into lapse of LOP of 100% EOU. The Company has
been making frantic efforts to get the Extension of LOP from the
Ministry of Commerce & Industry, New Delhi but the request of the
Company was not acceded to by the Board of Approvals. For the past five
years the Company was in the process of seeking review and Extension to
LOP through SEEPZ & the Ministry. The Company even approached the High
Court of Mumbai (Goa Bench) but the Hon'ble High Court declined to
interfere. The direct impact of this non extension of LOP was
requirement of payment of Excise & Custom Duties. Hon'ble High Court,
however, allowed the Appeal pending with CESTAT to be admitted on
payment of Rs. 15 Lacs. The said appeal is lying pending with CESTAT.
Your Directors are also looking and examining other business options
including acquisition of running businesses as well as other good
viable opportunities where some value and synergies can be perceived.
It is our Objective that we commence activities in the next few months
and consolidate our position by 2013.
DIVIDEND:
Since the Company could not generate any profits, management does not
propose any dividend for the year 2011 -2012.
DIRECTORS
Mr. Akhil B. Gupta, Director retires at the ensuring Annual General
Meeting, and being eligible offers himself for reappointment. The Board
commends his reappointment.
The term of Mr. J. M. Chawla, Managing Director of the Company, ends on
September 30, 2012. In terms of the provisions of the Articles of
Association of the Company, the Board of Directors has, at its meeting
held on 24th August, 2012, re-appointed him as a Managing Director of
the Company.
For a further period of three years with effect from 1st October, 2012
on remuneration of Rs. 12,00,000/- (Rupees Twelve Lakhs only) per
annum. In case the Company has no profits or its profits are
inadequate, then this remuneration of Rs. 12,00,000/- (Rupees Twelve
Lakhs only) be paid to him without the prior approval of Central
Government or such other amount up to the limit of Rs. 20,00,000/-
(Rupees Twenty Lakhs only) as may be permitted by the Central
Government, in accordance with the provisions of Section II of Part II
of Schedule XIII of the Companies Act, 1956 at that time. The Board
commends his reappointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors' state:
i) that in the preparation of the annual accounts, the applicable
accounting standards had 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 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
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.
iv) That the Directors had prepared the annual accounts on a going
concern basis.
FIXED DEPOSITS
Your Company has neither invited nor accepted any Fixed Deposits from
the public during the financial year under review.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:
Separate notes on Corporate Governance and Management Discussion and
Analysis Report are set out as Annexure "A" and "B" respectively. A
Certificate from the Auditors of the Company certifying compliance
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
LISTING AGREEMENT REQUIREMENTS:
The securities of your Company are listed at Bombay Stock Exchange.
Trading in Company's securities was suspended at the Bombay Stock
Exchange for various reasons including non-submission of documents. The
Management had submitted all compliance and is pleased to inform you
that the Company has received In-Principle Approval for revocation of
suspension of trading of shares of the Company and is in the process of
complying with certain post sanction formalities. Your Directors are
confident that the shares of your Company will be traded shortly.
BUY-BACK OF SHARES
There was no buy-back of shares by the Company during the year under
review.
PARTICULARS OF THE EMPLOYEES:
None of the employees employed during the year was in receipt of
remuneration in excess of the Prescribed limit specified in section 217
(2A) of the Companies Act, 1956 Hence, furnishing of particulars under
the Companies (Particulars of Employees) 1975 does not arise.
AUDITORS
M/s Krishan Kumar Gupta & Associates, Auditors of the Company retire at
the ensuing Annual General Meeting. They have expressed their
willingness for reappointment. The Board commends their reappointment.
07
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
During the year under review, there were no activities, which required
heavy consumption of energy. However adequate measures have been taken
to make sure that there is no wastage of energy. Since the requisite
information with regard to the conservation of energy, technology
absorption (Disclosures of Particulars in the report of Board of
Directors) Rules is irrelevant/not applicable to the Company during the
year under review, the same are not reported.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the period under review the Company neither earned nor made any
payments of any Foreign Exchange to any one.
ACKNOWLEDGMENTS
The Board of Directors wish to place on record their appreciation for
the co-operation and support of the Company's Bankers, its valued
customers, employees and all other intermediaries concerned with the
Company's business.
Your directors sincerely thank all members for supporting us during the
difficult days. We look forward to your continued support and reiterate
that we are determined to ensure that the plans are successfully
implemented.
By order of the Board of Directors,
For Goa Fruit Specialities Ltd.,
J. M. Chawla
Managing Director
Place: Panjim, Goa
Date : 04/09/2012
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