The Directors submit herewith the 12th Annual Report of the Company,
together with the Audited Statement of Accounts for the year ended 31st
As reported by the Directors at the previous Annual Report, due to
extraneous circumstances and reasons beyond the control of the
Management, the manufacturing operations and activities of the Company
have been suspended since April, 1996.
The Financial Results attached herewith need, therefore, to be viewed
in the light of this position.
During the year under review, the company incurred a loss of Rs. 107.96
Lac after providing for depreciation of Rs. 55.65 Lac. In view of the
loss incurred, no amount has been transferred to general reserve.
The Directors do not recommend any dividend for the year under review
in view of the aforesaid financial results.
PRESENT STATUS OF THE COMPANY.
The Company has already discontinued its manufacturing operations and
activities since April 1996.
You all are aware that Union Bank of India, only bankers to the
Company, have filed a civil suit at Bombay High Court of Recovery of
their dues aggregating Rs. 512 Lac. Subsequent to the arguments by the
plaintiff and defendant (i.e the Company) and in view of the financial
position of the Company, the court has appointed a Received on behalf
of the Court. The Receiver has taken possession of the factory at
Khopoli on 13.7.98. From the date of taking possession, the Receiver
handed over the custody of Factory to the Company's Authorised
Representation as Care Taker of the same. Subsequently possession of
th e factory was given back to the Court Receive and all properties of
the company at present are in custody of Union Bank of India on behalf
of the Receiver.
The company has incurred losses during the period under review and
accumulated losses as on 31.03.2000 standing at Rs. 826.97 lac have
exceeded Company's net worth which is Rs. 810.66 lac By virtue of the
erosion of net worth, the company comes within the ambit of section
3(1)(0) of the Sick Industrial Companies (Special Provision) Act 1985
(1 of 1986).
Mr.Shailesh P.Dalal retires by rotation and, being eligible, offer
himself for re-appointment.
In view of what has been stated above, and the critical financial
position of the company, most of our senior executive and other staff
members have resigned, which has further affected the working of the
Company including the administration and accounts/finance matters of
The company had otherwise cordial relations with the employees.
None of the employees of the Company received remuneration in excess of
the limits prescribed under the provisions of section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 as amended by the Companies (Particulars of Employees)
(Amendment) Rules, 1990.
M/s. R.N.Bhansali & Co. Chartered Accountants, retire at this Annual
General Meeting and being eligible offer themselves for re-appointment.
You are requested to appoint M/s R.N.Bhansali, Chartered Accountants,
as Auditor for the current financial year and fix their remuneration.
Requisite certificates under section 224 of the Companies Act 1956 form
the said Auditor has been duly received.
The Auditor's Report on the final accounts for the financial year under
the review is self explanatory and requires no further elaboration.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo.
Particulars pursuant to Section 217(1) 9(e) of the Companies Act, 1956
read with the Companies (disclosure of Particulars in the Report of the
Board of Directors) rules 1988 are as follows :
A. Conservation of Energy
The Company has taken sufficient measures for energy conservation
commensurate with the size of the plant and nature of products.
B. Technology Absorption
Since during the year under review, the plant was not in operation, no
Research and Development activities, Technology absorption, adaptation
and innovation has been done.
C. Foreign Exchange Earnings and outgo :
Total Foreign Exchange earned : Nil
Total Foreign Exchange used : Nil