The Directors have great pleasure in presenting their 24th Annual
Report together with the Audited accounts for the year ended March 31,
2011.
Particulars Year ended Year ended
31.03.2011 31.03.2010
Rs. In Lacs Rs. In Lacs
Other Income 1079.7 53.38
Profit / Loss before
depreciation 532.18 229.72
Depreciation 68.34 111.66
Net Profit before tax 463.84 118.06
Net Profit after tax 463.84 [-] 118.06
Balance Brought Forward [-] 5954.00 [-] 5835.94
Balance Carried Forward [-] 5490.16 [-] 5954.00
OPERATIONS:
Your Company has performed well during the year as compared to previous
year by achieving a Total Income of Rs.1079.75 lacs as against Rs.
3.38 lacs during the previous year. The profitability was also
impressive at Rs. 463.84 lacs as against net Loss of Rs.118.06 during
the previous year.
DIVIDEND:
Due to accumulated losses, your board has decided not to recommend any
dividend during the year under review.
STATUS OF PENDIN6 LE6AL CASES:
The following legal cases are pending against the Company and the same
are being defended by the company:
1. An Appeal filed by the Central Excise Department before the CESAT
against demand of Rs.1,76,04,797/- and same was decided in favor of
the Company by the Honourable CESAT. However the Department has filed
case in the Supreme Court. The same is being defended suitably by the
Company. The Central Excise Department has filed further complaint in
this regard before the Honourable Chief Judicial Magistrate at
Silvassa, are being protested by the Company.
2. An appeal which was pending before the Commissioner Central Excise
(Appeal ) against demand of duty of Rs.3,61,537/- (already paid ) plus
Rs.16,32,382/- (already paid) and impose penalty Rs.3,61,537/- and
Rs.1,00,000/- and interest thereon, was heard and order has been passed
in favour of the Company . However the department has filed an appeal
before, the CEGAT and the same is being defended by the company.
3. The Company has preferred an appeal before the Commissioner of
Central Excise (Appeal), Vapi against the confirmation of demand by the
Jt. Commissioner Central Excise A Customs for demand of Rs. 4,26,923/-
A Rs. 2,38,991/- and also imposed Penalty of Rs.6,65, 484/- with
interest thereon.
4. The Company has preferred an appeal before the Commissioner of
Central Excise (Appeal), Vapi against the confirmation of demand by the
Jt. Commissioner Central Excise A Customs for demand of Rs. 6,20,181/-
(Rs. 22,944/- Rs.1,89,024/- Rs. 50,932/- Rs.3,57,281/- ) A and
also imposed Penalty of Rs. 7,20,181/- (Rs. 2,62,900/- Rs.50,000/-
Rs. 3,57,281/- Rs.50,000/- ) with interest thereon.
5. In respect of demand raised by the Income Tax Officer for A.Y
1997-98 Rs.72,23,446/- . The Company has received order dated
30.01.2006 wherein the demand is reduced to Rs. 226,940/- and the
department has filed case before High Court against the order of ITAT.
6. In respect of demand raised by Income Tax Officer for A.Y 1998-99
Rs.45,30,496/- . The Company has preferred an appeal against the said
order.
7. The Recron Synthetics has filed a case before Mumbai High Court
against the Company for total claim of Rs.4,49,38,266 Rs.32,87,546/-
interest thereon Rs.2,99,41,821/- . The same is being defended by
the Company.
FIXED DEPOSITS:
Your Company has not accepted any deposit within the meaning of section
58A of the Companies Act, 1956 from the public and the rules made there
under.
BOARD OF DIRECTORS:
As per the provisions of the Companies Act, 1956 and in terms of the
Articles of Association of the Company Mr. Mr. Unnikrishnan Mangary
retire by rotation and being eligible offer themselves for
reappointment.
CORPORATE GOVERNANCE:
Your Company fully subscribes to the standards set out by the
Securities And Exchange Board of India''s Corporate Governance practices
and has ensured compliance of the conditions of Corporate Governance
stipulated in Clause 49 of the Listing Agreement with the Stock
Exchange. A separate report on Corporate Governance together with
Auditors'' Certificate on its compliance are included in this Annual
Report as per Annexure A.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors
confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure.
ii. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made are reasonable and prudent so
as to give a true and fair view of the state of affairs of the company
as at March 31, 2011 and of the profit of the company for that year.
iii. Proper and sufficient care has been taken 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.
iv. The annual accounts have been prepared on a going concern basis.
CODE OF CONDUCT:
The company is committed to conduct its business in accordance with the
applicable laws, rules and regulations and highest standards of
business ethics. In recognition thereof, the Board of directors has
implemented a Code of Conduct for adherence by the Directors and Senior
Management Personnel of the Company. This will help in dealing with
ethical issues and also foster a culture of accountability and
integrity.
AUDITORS:
M/s. Vinod S. Mehta A Co., Chartered Accountants, auditors of the
company are retiring at the ensuing Annual General Meeting. They are
eligible for re-appointment and have expressed their willingness to act
as auditors, if re-appointed. The Company has received a certificate
from them that they are qualified under section 224 (1) of the
Companies Act, 1956, for appointment as Auditors of the Company.
Members are requested to consider their appointment at a remuneration
to be decided by the Board of Directors for the financial year ending
March 31, 2012 as set out in the Notice convening the Meeting.
AUDITORS OBSERVATIONS:
The observations made by the auditors are self explanatory and,
therefore, do not call for any further comments.
AUDIT COMMITTEE:
In accordance with the provisions of the Companies Act, 1956 and
Listing Agreement the Company has constituted an Audit Committee. The
Audit Committee acts in accordance with the terms of reference
specified from time to time by the Board.
PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pursuant to section 217 (I) (e) of the Companies Act,
1956 read with the Companies ( Disclosure of particulars in the Report
of Board of Directors) Rules 1988 are given in Annexure A to this
report.
PARTICULARS OF EMPLOYEES:
The information required u/s 217 (2A) of the Companies Act, 1956 read
with the Companies (particulars of Employees) Rules, 1975 as amended
and forming part of the Directors'' Report is not applicable to the
Company as the Company do not have any employee whose salary exceeds
the limits as specified in the said section.
DEMATARALISATTON OF SHARES:
The Company is in process of signing Demat Agreement with NSDL and
CDSL.
ENVIRONMENT PROTECTION:
The Company has taken all the necessary steps for safety and
environmental control and protection at its plants.
LISTING:
Shares of the company are listed at the Stock Exchanges at Mumbai,
Kolkata, Ahemedabad, and Delhi. The company has not paid the listing
fees for Kolkata, Ahmedabad, and Delhi Stock Exchanges. Trading in
Shares of the Company is suspended on Bombay Stock Exchange.
SAFETY. ENVIRONMENTAL CONTROL AND PROTECTION:
The Company has taken all the necessary steps for safety and
environmental control and protection at the plant.
ACKNOWLEDGMENT:
The Directors wish to convey their appreciation to the Company''s
shareholders, customers, suppliers, bankers and distributors for the
support they have given to the Company and the confidence, which they
have reposed in its management and the employees for the commitment and
dedication shown by them.
By Order of the Board
For Sharad Fibres And Yarn Processors Limited
Director Director
Regd. Office
220, Unique Industrial Estate,
Off. Veer Savarkar Marg,
Prabhadevi,
Mumbai - 400025
Date: September 5, 2011 |
