I. OPERATIONS AND F1NANCIAL RESULTS
Net Sales 8,72,31,877 7,04,23,379
Other Income 19,03,450 17.48,445
Operating Loss 166,60,79,980 139,83,98,542
Borrowings Adjusted / Written Back
Provision For Fringe Benefit Tax 3,60,000 3,00,000
Loss for the period 166,64,39,980 139,86,98,542
Balance brought down from Previous year 1002,02,90,395 862,15,91,853
Total Deficit 1168,67,30,375 1002,02,90,395
Loss carried to Balance Sheet 1168,67,30,375 1002,02.90,395
Total 1168,67,30,375 1002,02,90,395
In view of the loss suffered during the period, the Directors express
their inability to recommend payment of any dividend on the Equity and
3. OPERATING PERFORMANCE
On account of capacity utilization and continued working capital
crises, your Company ended up making an Operating Loss of Rs.
166,60,79,980/- as against loss of Rs. 139,83,98,542 in the year ended
31.03.2007. The adverse liquidity conditions continued through out the
year. The Banker did not provide credit facilities however they
continued to adjust part of their dues from the realization deposited
into the Bank account. This has resulted in strain on Companys export
sales. In spite of all the problems your Company is desperately trying
to maintain its Sales.
4. COURT RECEIVER
Pursuant to the order dated 21st June, 2002 passed by the Mumbai High
Court, Court Receiver, High Court Mumbai continues to be in the
possession of all the movable and immovable properties of your Company
situated at Plot No. 112, Road No. 13. M.I.D.C Marol. Andheri ( E ),
Mumbai. Your Company continues as their Agent to run the business on a
monthly royalty of Rs. 3.00,000/-.
5. SECURITISATION AND RECONSRTUCTION OF FINANCIAL ASSETS AND
ENFORCEMENT OF SECURITY INTEREST ORDINANCE. 2002
Your Company has received demand notices under section 13(2) of the
said Ordi nance 2002 from the major Banks & Financial Institution. In
the event of non- payment of their dues the Banks & F.I. have
threatened to enforce their security interest. The Company has filed
suitable replies to the above demand notices. Till date the Lenders
have taken no action.
6. STATUS OF THE REFERENCE TO BOARD FOR INDUSTRIAL & FINANCIAL
Your Companys references filed for the year ended 31st December, 1999,
31st March, 2002, 31st March, 2005 and 31st March, 2006 were heard
before the BIFR Bench on 8th April, 2008. The bench has reserved its
7. FIXED DEPOSITS
During the year Company has not accepted/renewed any Fixed Deposit. As
on 31st March 2008 Fixed Deposits amounted to Rs. 2,82,82,000/- and
due to the severe financial crunch the same were due and unpaid.
8. SUBSIDIARY COMPANIES
A Statement of the Holding Companys interest in the subsidiary in
accordance with section 212(2)(a) of the Companies Act 1956 is
Mr. Behram S. Doctor. Mr. Pramod R. Shah and Mr. P S Gangurde Directors
of your Company are disqualified to act as Directors of your Compan) by
virtue of section 274(1) (g) of the Companies Act. 1956. They have
informed the Company about their disqualification. However they have
agreed to continue as Directors on Board of your Company since there
are only three Directors of the Company and despite its best efforts
your company was unable to appoint any new Directors.
Mr. P S Gangurde retires from the Board on rotation and has agreed for
M/s Kanak Rathod & Co. Chartered Accountants, the Auditors of the
Company retire at the ensuing Annual General Meeting and are eligible
11. AUDITORS REPORT
Auditors Report to the Accounts have been considered by the Board and
clarified, wherever necessary, in the schedule Notes forming part of
12. DIRECTORS RESPONSIBILITY STATEMENT (DRS)
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
a. That in the preparation of the Annual Accounts for the year ended
31st March 2008. the applicable accounting standards had been followed
along with proper explanation relating to material departures.
b. That 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 a true and fair view of the state
of affairs of the Company at the end of the financial year ended 31st
March 2008 and the Loss of the Company for that year.
c. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d. That the Directors had prepared the Annual Accounts for the year
ended 31st March 2008 on a going concern basis.
13. LISTING FEES
The listing fees payable to Stock Exchange Mumbai from the year
1999-2000 onwards remain unpaid.
14. CORPORATE GOVERNANCE
In terms of Clause 49 of the Listing Agreement with the Stock Exchanges
a report on the Corporate Governance is appended as annexure to this
15. AUDIT COMMITTEE
The company has constituted an Audit Committee of directors as required
under Section 292A of the Companies Act, 1956. Some of the terms of
reference of audit committee are to review the financial reporting
process and to examine accountancy, taxation, and disclosure aspects of
16. CONSERVATION OF ENERGY
a. Energy Conservation Measures taken: Energy conservation remains one
of the most important areas of Plants performance and is being
continuously monitored. Some of the measures taken are:
i. The power factor has improved with due emphasis on modernization of
equipments and better operational methods.
ii. Additional capacitor banks have been installed in different
iii. We have made optimum use of electrical motors and day light
resources at plant.
b. Additional investment and proposals, If any being implemented for
reduction in consumption of Energy: i. Right sizing of the motors is
being done to run the motors at full load conditions, ii. Improvement
in power quality through voltage stabilization.
17. TECHNOLOGY ABSORPTION AND ADOPTION
Your Company has its own design and R&D department. It has taken keen
interest to develop and indigenous its products that have also been
type tested by the renowned authorities such as CPRI, Bangalore and
18. FOREIGN EXCHANGE EARNINGS AND OUT-GO
Your Company did not fared well on the export front during the year
under review. Exports during the year just amounted to Rs 1.74.67,701/-
as against Rs. 1,80.18.804/- in the previous year. The relevant figures
relating to the foreign exchange used and earned are given in the
statement of additional information appended to the accounts.
19. PARTICULARS OF THE EMPLOYEES
The Company enjoyed cordial and peaceful relations with the employees.
The Directors wish to place on record their appreciation of the
contribution made by the employees at all levels and facing the
challenges posed by the changing global business environment. In your
Company no employees are drawing the salary and perks as per the limits
laid down by under sub-section (1) (e) of Section 217 of the Companies
Act 1956 read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1988.
Your Directors acknowledge with gratitude, the co-operation and
assistance given by the financial institutions, bankers, customers and
employees of the company during the year under review.
For and on Behalf of the Board
Behram S. Doctor