The Directors present the 85th Annual Report of the Company together
with the audited accounts for the financial year ended 31 st March,
SUMMARIZED FINANCIAL RESULTS
Rs. in Lacs
Sales & other Income 2001.79 17452.61
Profit / (Loss) before Depreciation, (69.96) 909.34
Financial Charges 937.67 574.21
Depreciation 146.68 143.88
Profit / (Loss) before Exceptional Items (1154.31) 191.25
Exceptional Item - -
Prior Period Adjustment 7.95 10.44
Profit before Tax (1146.36) 201.69
Profit after Tax (1146.36) 201.69
The manufacturing operation in Sahaganj Plant could not be continued
due to higher manufacturing cost and non remunerative selling prices.
Coupled with agitation/non co-operation by workmen, the Management of
the Company was forced to declare suspension of operations in October,
At Ambattur plant in Chennai, operations continued till February, 2012.
However due to industrial relations issues with the unions, the
Management had no option but to declare suspension of operation at
Ambattur Factory also with effect from 21.2.2012.
Your Company now proposes to start production in phased manner at
Sahaganj Plant initially for Industrial Products and then OTR. Your
Company also plans to set up 50 MW power plant and start production of
Truck Tyres when the Power Plant becomes operational. Recently
discussions have been held through a tripartite meeting along with
union and representative of Government of West Bengal and the Company
has submitted detailed plan for consideration to the Government of West
Bengal. The Company expects favorable response from the Government and
the Unions considering long term survival of Your Company.
As regards, Ambattur plant, the Unions approached the management for a
full and final settlement for all workmen for which negotiations are in
process in consultation with the Government of Tamilnadu. Once such
settlement is arrived at, Management will then plan for future course
In view of Loss during the year, your Directors are unable to consider
Dividend for the year.
During the year, Your Company repaid fixed deposits amounting to Rs.
1,39,000/- Fixed Deposits matured up to September, 2000 but not repaid
up to 31st March, 2012 stand at Rs. 8,01,06,000/-.
During the year, Mr. Subbaratnam Ravi and Mr. Samir Kumar Paul were
appointed as Additional Directors of the Company w.e.f. 10th September,
2011 and 10th October, 2011 respectively by the Board, who will hold
Office upto the date of 85th Annual General Meeting and are eligible for
Mr. Shiv Narayan Mabeshwari, Mr. Pawan Kumar Ruia, Mr. Virendra Kumar
Agrawal, Mr. Dipak Rudra, Mr. Samir Kumar Paul and Mr. Ram Krishen
Sadhu resigned from the Boardw.e.f. 17th June, 2011,10th''August,
2011,10th September, 2011,12th September, 2011, 29th February, 2012 and
26th March, 2012 respectively. Mr. Shiv Narayan Maheshwari also
ceased to be Executive Director (being Whole-time Director) of the
Company w.e.f. 17th June, 2011. The Board placed on record its deep
appreciation for the valuable services rendered by all the above
Directors. In accordance with Article 103 of the Articles of
Association of your Company and the applicable provisions of the
Companies Act, 1956, Mr. Damodar Prasad Dani will retire from the
Board by rotation at the 85th Annual General Meeting and being eligible,
offers himself for re- appointment.
M/s. K. N. Gutgutia & Co., Chartered Accountants, Kolkata, Auditors of
your Company, will hold office until the conclusion of 85th Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Company has received a letter from them to the
effect that their re- appointment, if made, would be within the
prescribed limits under Section 224(1 B) of the Companies Act, 1956.
The Board of Directors have appointed M/s. Mani & Co., Cost
Accountants, Kolkata to carry out audit of the Cost Accounts of the
Company relating to the manufacture of Tyres and Tubes products for the
Financial Year ended 31st March, 2012 in compliance with the Central
Government''s Order in this regard. The due date of filing of Cost
Audit Report for the Financial Year ended 31st March, 20124s within
180 days from the date of close of the Company''s Financial Year and
the same will be filed within the due date. The Cost Audit Report for
the Financial Year ended 31st March, 2011 has been filed on 21.09.2011,
i.e. within due date of filing.
APPOINTMENT OF PROVISIONAL LIQUIDATOR
Some of the creditors of Company have filed winding-up proceedings
before the Calcutta High Court. One of the creditors had preferred an
application for appointment of a Provisional Liquidator, whereupon the
Calcutta High Court had appointed the Official Liquidator, as the
Provisional Liquidator vide an Order dated 26.03.2012 which was
challenged by the Company before the Division Bench. The Division Bench
vide its'' Order dated 29.03.2012 has stayed the operation of the said
Order. In the Appeal, the Company has not only challenged the Order
dated 26.03.2012, but has also questioned the maintainability of the
winding-up petition filed by the creditor. The matter is still pending
before the Court.
CONVERSION OF LOAN INTO EQUITY SHARES ON PREFERENTIAL BASIS
As the Members are aware, the Company has allotted 50,000,000 Equity
Shares of Rs 10/- each fully paid up on preferential basis pursuant to
Special Resolution passed by the Members at the Extraordinary General
Meeting (EGM) held on 28th April, 2012, to the assignees who opted to
convert their entire outstanding loan into Equity Shares of the
Company. Necessary in principal approval is being obtained from Bombay
Stock Exchange and the Members of the Company are hereby informed that
relevant date for this purpose is 29th March, 2012.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is attached to this Report.
The Company has no employee in the category specified under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, your Board of Directors hereby confirms:
i) That in the preparation of the Accounts for the Financial Year ended
31st March, 2012, the applicable Accounting Standards have been
followed and proper explanations have been provided for material
departures, wherever applicable;
ii) That the Board of Directors have selected such Accounting Policies
and applied them consistently and made judgements 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 of
the Profit or Loss of the Company for the year under review;
iii) That the Board of Directors have 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
iv) That the Accounts for the Financial Year ended 31st March, 2012
have been prepared on a going concern basis.
In accordance with the Provisions under Clause 49 of the Listing
Agreement with the Stock Exchange, a separate Report on Corporate
Governance along with the Auditors'' Certificate on its compliance and
Management Discussion and Analysis Report are annexed to this Report.
The workers unrest in both the factories of the Company forced the
Management to declare suspension of operation. However the management
of the Company is in dialogue with unions and Government to arrive at
an amicable settlement as well as for the earliest restart of the
operations at both Plants.
Your Directors place on record their appreciation to the Governments of
West Bengal and Tamil Nadu for providing support from time to time for
the revival of Your Company, its Bankers and Employees and above all
As required under Section 212 of the Companies Act, 1956, the Reports
and Accounts of the Subsidiaries of your Company, M/s. Ebony
Commercials Private Limited, M/s Dunlop East Limited and M/s Dunlop
South Limited are attached.
For and on behalf of the Board
Place: Kolkata D. P. Dani M. L. Chauhan
Date: 19th May, 2012 Director Director