We present the Eighteenth Annual Report together with Audited Accounts
of the Company for the nine months period ended 31st March, 2007.
(Rs. In lacs)
Total income 4.51 227.99
Depreciation, Tax &
Interest and Principal
waived (5.53) (657.27)
Less: Depreciation - 251.68
Add: Interest & Principal
waived - 6044.43
waived & before Tax (5.53) 5135.48
Fringe Benefit Tax (0.03) (0.79)
Prior Period Adjustments (15.12) (0.02)
Prof it/(Loss)after Tax (20.68) 5134.67
In view of the losses, the Directors are unable to recommend any
MANAGEMENT DISCUSSION AND ANALYSIS
In view of cessation of all manufacturing facilities, the Board is
considering various alternatives for the revival of the Companys
The Companys turnover for the period was Rs. Nil lacs as against
Rs.195.31 lacs for the previous year. Net loss after interest,
depreciation & tax is Rs. 20.68 lacs (previous year Rs. 909.76 lacs
without considering interest and principal waived.)
ADEQUACY OF INTERNAL CONTROL
The Company has a proper, adequate and well set system of internal
control to ensure that all activities are monitored and controlled and
all system are safeguarded and protected. The costs are kept under
control by monitoring on regular basis.
The Company adheres to all internal controls and policies as well as
compliance of all applicable regulations.
The Audit Committee of the Board of Directors reviews the adequacy of
controls at regular intervals.
The Company has not accepted/renewed any public deposits during the
period, and there are no unclaimed public deposits as on the date of
During the period, Mr. B. Vivek Shetty, Managing Director of the
Company has resigned from the Board w.e.f. 23rd January, 2007, Mr. M.
G. Vichare, Director, will be retiring at the ensuing Annual General
Meeting and offers himself for reappointment. Accordingly, resolution
for his reappointment is being proposed at the ensuing Annual General
The Appellate Authority of Industrial and Financial Reconstruction
(AAIFR) vide its order dated 22nd September, 2006 has set aside the
winding up order passed by the Board of Industrial and Financial
Reconstruction (BIFR). It has also ordered for the deregistration of
the Company from the purview of the BIFR.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby states and confirms
1) in the preparation of the annual accounts, the applicable accounting
standards have been followed alongwith proper explanation relating to
2) 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 and of the profit or
loss of the company for that period;
3) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Law for safegarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4) the directors have prepared the annual accounts on a going concern
The information required under Section 217 (1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 with respect to conservation of
energy, technology absorption and foreign exchange earnings/outgo is
appended hereto and forms part of this report.
None of the employees is drawing remuneration in excess of the limits
specified under section 217(2A) of the Companies Act, 1956.
As per clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance is appended herewith.
A certificate from the auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
The observations of the Auditors in the Auditors Report have been
suitably explained in the notes to accounts and are self explanatory.
However, the Board desires to clarify the following observations of the
1) The Company has been legally advised that disqualifications of
directors under section 274 (i)(g) of the Companies Act, 1956, gets
extinguished with effect from 20th December, 2005, on expiry of the
mandatory disqualification period.
2) In view of the total dislocation consequent on the continued closure
of substantial portion of the Companys operations and its subsequent
sale, the Company could not comply with the requirement of appointing a
full time Company Secretary. However, the Board is taking necessary
steps in this regard.
The Auditors of the Company M/s. Chaturvedi & Shah, Chartered
Accountants, Mumbai hold office until the conclusion of this Annual
and they are eligible for reappointment.The Auditors have given a
certificate to the effect that their reappointment, if made, would be
within the prescribed limit specified under Section 224(1 B) of the
Companies Act, 1956.
The Board takes this opportunity to thank and acknowledge with
gratitude, the co-operation and assistance received from various
Government Authorities, Financial Institutions, Banks and other
Agencies during the year.
The Directors also wish to place their deep appreciation of the
continued trust and confidence reposed by the employees and the
Shareholders of the Company.
For and On behalf of the Board