| Dear Members,
The Directors are pleased to present you the Twenty-Fifth Annual Report
and the Audited Statement of Accounts for the year ended 31st March,
2014.
FINANCIAL RESULTS
The financial results of the company for the year under review are as
under:
(Rs. In Lacs)
Particulrs 2013-14 2012-13
Income 7,059.61 4,168.32
Expenditure 6,812.10 3,974.91
Gross Profit / Loss 247.51 193.41
Interest 130.65 63.56
Depreciation 61.63 59.04
Profit before tax 55.23 70.81
Exceptional item 0.00 1,411.15
Provision for tax 0.00 0.00
Profit after tax 55.23 1,481.96
Income/Expenses of earlier Year (0.42) (0.50)
Add: Profit brought forward (1,557.93) (3,039.39)
Balance Carried Forward (1,503.12) (1,557.93)
COMPANY'S PERFORMANCE
Keeping in view the key indicators of the performance of the company
for the year under review there is definite improvement in the
company's performance. The Company has now entered the "Stable" Phase.
The company has posted a turnover of Rs. 7009.04 lakhs and a cash
profit of Rs. 247.51 lakhs before interest and deprecation in the year
under review.
The company is still operating under various constraints but the
management's resolve is to put the company on a growth path. New
products are being developed and introduced in the market. The coming
years are crucial for the company but the management is confident to
turn around the company in a short time.
DIVIDEND
In view of the carried forward losses, your Directors have not
recommended any dividend for the period under review.
DECLARED AS SICK COMPANY
As you are aware your company was a sick company under the provisions
of sick industrial companies (special provisions) Act, 1985 (SICA). The
company has been declared sick Industrial Company vide order-dated
24.05.02 of BIFR New Delhi. The draft rehabilitation proposal has been
submitted to the operating agency. The operating agency has submitted
its report to the BIFR and the said DRS is pending with BIFR and is
under their active consideration.
DIRECTORS
In terms of the Articles of Association of the Company, Mr. Naresh N.
Mehta retires by rotation and being eligible, offers himself for
reappointment.
Dr.Christy Fernandez has resigned on 12.03.2014 as nominee director of
BIFR. The board of directors appreciate services and advise rendered by
him during his tenure.
Mr. Sushilkumar Pachisia ceased to be director due to his sudden demise
on 11.04.2014. The board of directors appreciate services and advise
rendered by him during his tenure.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the company, Mr. Naresh Mehta, Director of
the Company, who retires by rotation at the ensuing Annual General
Meeting and being eligible, has offered himself for re-appointment.
Dr. Christy Fernandez is hereby appointed as Independent Directors of
the Company in terms of Clause 49 of the listing agreement entered into
with the stock exchange where the company's shares are listed. As per
the provisions of the Companies Act, 2013, Independent Directors are
required to be appointed by the company in a general meeting, for a
term upto five consecutive years and shall not be liable to retire by
rotation. Accordingly, appointment of the said Directors as Independent
Directors is being placed at the ensuing Annual General Meeting.
The Board of Directors has appointed, subject to approval of
shareholders, Mr. Shailesh Mehta as Managing Director of the Company
for a period of 5 years w.e.f April 1, 2014 upto March 31,2019.
A brief resume of the all the Directors proposed to be appointed /
re-appointed, nature of their expertise in specific functional areas,
names of companies in which they hold directorships and memberships /
chairmanships of Board Committees, shareholding and relationships
between directors inter-se as stipulated under Clause 49 of the Listing
Agreement with the BSE Limited, are provided in the Notes to the Notice
of the Annual General Meeting.
PARTICULARS OF EMPLOYEES:
There was no employee in receipt of remuneration under Section 217(2A)
of the Companies Act, 1956.
DIRECTORS' RESPONSIBILITY STATEMENT:
It is hereby confirmed:
1. That in the preparation of the Annual Accounts for the year ended
31st March 2014, the applicable accounting standards have been followed
and there were no material departures.
2. That the Directors have selected such accounting policies and
applied them consistently and made judgements 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 of the Company for the year under review.
3. That the Directors have been 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.
4. That the Directors have prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and out-go, in accordance with
the Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure ' A ' to this Report.
COST AUDITORS
Pursuant to the provisions of Section 233B of The Companies Act,1956 &
The Companies (Cost Audit Report) Rules, 2011, M/s K V M & Co, Cost
Accountants have been appointed to conduct the cost audit of the
company for the year ended 31st March,2014. The Cost Audit Report shall
be filed by the due date.
AUDITORS AND AUDITOR'S REPORT:
Your Company's Auditors, M/s A.L Thakkar & Company, Chartered
Accountants, Ahmedabad will retire at the conclusion of the forthcoming
Annual General Meeting and they have consented to be re-appointed for
the financial year 2014-15. The Company has received a letter from M/s
A.L Thakkar & Company, stating that their appointment as auditors, if
made, would be within the limits specified under section 224(1-B) of
the Companies Act, 1956.
The auditors qualifications in respect of Statutory dues. The directors
are taking necessary steps to make the payment of outstanding statutory
dues. The company is taking appropriate action in respect of disputed
liabilities.
FIXED DEPOSIT
The company has not accepted any fixed deposit during the year. No
amount on account of principal or interest on fixed deposit was
outstanding as on the date of Balance sheet.
MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and analysis on the business and operations of
the company is attached herewith and forms part of this Annual Report.
CORPORATE GOVERNANCE
The Company has been pro-active in following the principles and
practices of good Corporate Governance. The Company has taken adequate
steps to ensure that the conditions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreements with the Stock
Exchanges are complied within letter and spirit. A certificate issued
by the auditors of the Company regarding compliance of conditions of
corporate governance, is also annexed. The matters relating to
Corporate Governance as per the Listing Agreement are attached to this
report. The management discussion and analysis report as required by
listing agreement is also enclosed which forms part of this report.
ACKNOWLEDGEMENT
The Directors record their appreciation of the Co-operation and
assistance extended by the Financial Institutions, Banks and Government
Authorities as well as valued customers from time to time. They also
record their appreciation of the devoted services rendered by the
Executives, Staff Members and Workers of the Company.
On behalf of the Board of Directors
Date : 4th August, 2014 Shailesh Mehta
Place : Mumbai (Managing Director) |