Dear Members,
The Directors have pleasure in presenting this 13th ANNUAL REPORT
together with the Audited Accounts of the Company for the year ended on
31st March 2011.
FINANCIAL RESULTS
The Summery of the financial performance of the Company for the year
ended 31st March, 2011 compared to the previous year is as below:
(Rs. in Lacs)
2010-2011 2009-2010
1 Turnover 607.98 596.19
2 Other Income 3.55 3.21
3 Total income 611.53 599.40
4 Profit/(Loss) Before Depreciation,
Interest and Tax (37.53) 63.58
Less/Add:Interest 48.84 44.09
Depreciation 18.56 18.05
5 Profit/(Loss) Before Taxation (105.03) 1.44
6 Income Tax 0.00 0.00
7 Profit /(Loss) After Taxation (105.03) 1.44
8 Prior year''s Expenses 00.47 0.22
9 Profit(Loss) for the year (105.50) 1.22
During the year under review there is a marginal increase in the
turnover to Rs.607.98 lacs from Rs. 596.19 lacs in the previous year
and it is mainly because of non finalization of orders from Company''s
customers who are mainly various State Governments and subsidies given
to farmers in the respective States. Other income has increased
marginally to Rs. 3.55 lacs from Rs. 3.21 lacs in the previous year.
CURRENT YEAR PERFORMANCE
During the year under review the Company has obtained repeat order
quantity of 9216 Manually Operated Seed Dressing Drumc worth Rs.299.98
lacs from Department of Agriculture, Punjab State and the same has been
supplied as per schedule of delivery and the payment has been received
against the supply.
DEVELOPMENT OF NEW BUSINESS - GEAR
Based on the proposed business opportunity in the engineering area,
your company has altered tne object clause by passing necessary
resolution by postal ballots. The company has also entered into
preliminary agreement with authorized agent of Before S. A Poland, M/S
Befared Gears Motors & Controls India Pvt., Ltd., to carry out the
engineering works. However, since then, there was no response to
perform the work as describe in the agreement and consequently, the
company has not carried out any engineering activity. Whenever, the
same will be actually confirmed, necessary resolution will be passed to
commence the new business and declaration will be filed with the
Registrar of Companies.
SALE OF ASSETS
To reduce the interest burden of inter corporate loan taken by the
company, your Board recommended to pay the ICD by way of sale of assets
and accordingly, after your approval by approving the resolution by way
of postal ballot, the Company has set off the outstanding ICD against
transfer of the immovable properties of the Company.
DIVIDEND
In view of the continued accumulated losses incurred by the Company in
previous years your Directors do not recommend dividend on Equity
Shares for the year ended on 31s March, 2011.
DELISTING FROM AHMEDABAD STOCK EXCHANGE
The Directors are pleased to inform the Shareholders that the Equity
Shares of the Company are delisted from Ahmadabad Stock Exchange with
effect from 31s March, 2011. Delisting approval from Jaipur Stock
Exchange is awaited.
DIRECTORS
Shri Kiritbhai Patel and Shri Arvindbhai Shah, Directors of the
Company, retire by rotation as per the Articles of Association of the
Company and they are eligible for re-appointment. Resolutions seeking
approval of the Shareholders for their re- appointment have been
incorporated in the Notice of the ensuing Annual General Meeting.
During the year Shri Dikulbhai Patel, Director of the Company tendered
his resignation from Directorship of the Company and the Board accepted
the same. The Board deeply appreciated the services rendered by Shri
Dikulbhai Patel as Director of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of
Directors of your Company State that:
1. in the prepare*: *n of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. the Directors have selected such accounting policies and applied
them consistently and 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 at the end of the financial year and of the profit or loss
of the Company for that period;
3. the Directors have taken proper and sufficient care of 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. the Directors have prepared the Annual Accounts on a going concern
basis.
INSURANCE
The whole of the properties of the Company have been suitably insured
and your Directors have t3ken care to take all necessary general
insurances.
FIXED DEPOSITS
The Company has not accepted any deposits from the Public within the
meaning of Section 58A of the Companies Act, 1956 and Rules made there
under.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations, performance and future outlook of
the Company is given in the Management''s Discussion and Analysis
appearing as Annexure -1 to this Report.
PARTICULARS OF EMPLOYEES
None ot the employee is in receipt of remuneration in excess cf the
limits prescribed under Section 2j7 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975.
CORPORATE GOVERNANCE REPORT
Your Company has always striven to incorporate standards for Good
Corporate Governance. It has taken adequate steps to ensure that the
provisions of Corporate Governance as prescribed pursuant to Clause 49
of the Listing Agreement with the Stock Exchanges are complied with.
A detailed report on the Corporate Governance is appearing as Annexure
- 2 to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required by the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, the relevant data pertaining to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo are given in Annexure - 3 to this report.
AUDITORS
The Company''s Auditors M/S Mukund & Rohit, Chartered Accountants,
Vadodara retires at the ensuing Annual General Meeting and being
eligible offers themselves for re-appointment. The members are
requested to appoint Statutory Auditors for the current year and fix
their remuneration.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for
the whole-hearted support and the cooperation extended to the Company by
its Vendors, Traders, Customers, Bankers and Financial Institutions,
Central and State Government Authorities, Advisors, Auditors,
Shareholders and the society at large.
Your Directors also place on record their appreciation for the
contribution and hard work of employees across all levels, including
sub-vendors and sub-contractors entire teams and their commitment,
inspiration and hard work to put your Company in its present position.
ON BEHALF OF THE BOARD OF DIRECTORS
Date: 25,th August, 2011 ATISH PATEL NAISHADBHAI PATEL
Place: VITHAL UDYOGNAGAR XECUTIVE DIRECTOR CHARIMAN & MG DIRECTOR
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