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Shivani Vanaspati Directors Report, Shivani Vanas Reports by Directors
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Shivani Vanaspati
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Directors Report Year End : Jun '02    «
Your Directors have pleasure in presenting the 10th Annual Report
 together with the Audited Accounts of the Company for the financial
 year ended 30th June 2002.
 
                                              (Rs. in Lakhs)
 
                                As on 30.06.2002      As on 31.03.2001
 
                                  (15 Months)
 
 Financial Results
 
 Total Income/Sale                       4654.59              1997.96
 
 Profit/(Loss) before
 Interest & Depreciation                  108.19                52.24
 
 Interest                                 366.05               277.00
 
 Profit/(Loss) before
 Depreciation                           (257.86)             (227.76)
 
 Depreciation                              77.07                62.14
 
 Net Profit/(Loss) for the Year         (334.93)             (286.90)
 
 Provision for Income Tax                     --                  ---
 
 Profit/(Loss) after Tax                (334.93)             (286.90)
 
 Loss :
 
 Accumulated losses brought
 forward from last year                (1260.50)             (973.60)
 
 Balance carried over                  (1593.43)            (1260.50)
 
 DIVIDEND
 
 Due to absence of profit for the financial year ended 30th June 2002
 your Directors are not in a position to recommend any dividend.
 
 PERFORMANCE REVIEW
 
 The Company got the Sales Tax Exemption w.e.f. the date of commercial
 production i.e. 6th July 1997. It was subsequently withdrawn from 1st
 August 1999. The Company has neither collected and Sales Tax from the
 customers nor deposited with Sales Tax Authority since the Company
 expects Sales Tax Exemption with retrospective effect from 1.08.1999.
 On 8.1.2002 the Honble High Court of Orissa dismissed the writ
 petition filed by the Company challenging the withdrawal of Sales Tax
 Exemption granted earlier by the Govt. of Orissa. The Company has filed
 a review application on 14.01.2002 before the Honble High Court of
 Orissa against the said judgement and the matter is subjudice. Based on
 the appeal made before the Honble Commissioner of Commercial Tax,
 Orissa, Cuttack on 17.01.2002 u/s 22(1), 32(1) & 33(1) of SICA, 1985,
 the Honble Commissioner took a judicious view and upheld the petition
 of the Company on 02.02.2002 directing not to take any coercive action
 against the Company till the BIFR disposes the case. Due to delay in
 the hearing of review petition which has already been filed before the
 Honble High Court of Orissa, the Company moved to the Honble Supreme
 Court of India, New Delhi by filing a Special Leave Petition (SLP) on
 25.02.2002 to get justice immediately. The Honble Supreme Court
 advised the petitioner to complete the review application matters
 pending before the Honble High Court of Orissa before pursuing the
 matter before the Apex Court. Accordingly the Company withdrew the SLP
 as advised by the Apex Court on 12.03.2002. The review petition is now
 subjudice before the Honble High Court of Orissa. After dismissal of
 writ-petition on 8.01.2002 the suppliers of raw materials have stopped
 supplying the raw materials on the fear that Sales Tax Authorities may
 attach the same at any point of time. Hence the production of the
 Company has been suspended since March 2002.
 
 The management of the Company is exploring various options to
 recommence the production activities and is very optimistic about the
 same.
 
 DIRECTORS
 
 Mr. Narayan Dass Jhawar and Mr. Madhusudan Jhawar retire by rotation
 from the Board of Directors at the ensuing Annual General Meeting and
 being eligible offer themselves for re-appointment.
 
 Mr. Jitendra Kumar Mohanty has resigned from Directorship of the
 Company w.e.f. 26th June 2002.
 
 Mr. Ghanshyam Dass Jhawar has resigned from the Executive Directorship
 of the Company w.e.f. 31st August 2002. He will continue on the Board
 as a Non-Executive Director.
 
 On withdrawal of nomination by IFCI Ltd., Mr. H.S. Tyagi ceased to be
 the Director of the Company w.e.f.  17.10.2001
 
 AUDIT COMMITTEE
 
 Following Directors are the members of the Audit Committee of the Board
 of Directors of the Company.
 
 1. Prof. S. C. Kuchhal, Chairman of the Committee
 
 2. Mr. Jyotindra Mohanty
 
 3. Mr. Brij Mohan Jhawar, Managing Director
 
 CORPORATE GOVERNANCE
 
 Your Company has always followed the philosophy of conducting its
 business with due compliance of Laws, rules, regulations and sound
 internal control system and procedures. The Company will implement the
 mandatory requirement of Corporate Governance Code as prescribed by
 Securities and Exchange Board of India.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 The Board of Directors of your Company state :
 
 I.  THAT in the preparation of the Annual Accounts, the applicable
 Accounting Standard has been followed along with proper explanation
 relating to material departures.
 
 II.  THAT the Directors had selected such Accounting Policies and
 applied them consistently and made judgements 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 and of the
 profit or loss of the Company for that period.
 
 III.  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.
 
 IV. THAT the Directors had prepared the Annual Accounts on a going
 concern basis.
 
 AUDITORS
 
 M/s Samantaray & Co., Chartered Accountants, Cuttack, Auditors of the
 Company hold office until the conclusion of the ensuing Annual General
 Meeting and are eligible for re-appointment.
 
 INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT 1956
 
 A. CONSERVATION OF ENERGY
 
 Energy conservation, as far as coal and electricity are concerned, has
 been maximized by adopting appropriate modification in the machinery &
 equipments. Efforts are underway for further improvement in the matter.
 
 B. TECHNOLOGY ABSORPTION
 
 Since the technology adopted by the Company is modern and
 sophisticated, it has been practically found that oil loss is minimum
 with an acceptable standard of quality product.
 
 C.  FOREIGN EXCHANGE EARNING AND OUT-GO
 
 -NIL-
 
 PARTICULARS OF EMPLOYEES U/S 217 (2) (A) OF THE COMPANIES ACT. 1956
 
 Information required under section 217 (2) (A) of the Companies Act,
 1956 (Particulars of Employees) Rules, 1975 is not applicable to your
 Company as no employee is covered within the meaning of this provision.
 
 INDUSTRIAL RELATIONS
 
 Industrial relations with the workers and staff of the Company remained
 cordial during the financial year.
 
 ACKNOWLEDGEMENT
 
 Your Directors place on record their sincere appreciation of the
 cooperation and assistance extended by IFCI Ltd., State Bank of India,
 IPICOL and the Govt. of Orissa. The Board of Directors also wishes to
 place on record their appreciation of the cooperation of the
 shareholders and employees of the Company at all levels for their
 sincere efforts and contribution.
 
 For and on behalf of the Board of Directors
 
 Sd/-
 
 (Prof. S. C. KUCHHAL)                                       CUTTACK
 CHAIRMAN                                                 31.08.2002
Source : Dion Global Solutions Limited
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