Your directors have pleasure in presenting their 9th Annual Report
and Audited Accounts of your company for the year ended 31a March 2002.
The working results of the company for the year under report are as
2001-2002 2000-2001 (9 Months.)
(Rs. in Lacs) (Rs. in Lacs)
Loss before Interest, Deprecition & Tax 77.13 62.24
Add: Interest 230.59 192.00
Add: Depreciation 39.83 33.79
Loss before Tax 347.65 288.03
Add: Provision for Tax - -
Balance Loss Carried to Balance Sheet 347.65 388.03
Working Results of the Company
The Company has achieved a net turnover of Rs. 298.10 Lac as against
Rs. 319.65 Lac (9 Mths.) during the preceding year. The loss of the
company increased from, Rs. 288.03 Lac in the previous year to Rs.
347.65 Lac during the year. During the turnover of the current period
under review, sales of Telecom Cable were reduced due to a sharp
decline in selling prices. This was a result of reduction in selling
prices of Telecom Cables by DoT. Moreover, due to increasing
competition and escalating raw material prices, there has been a
further reduction in the selling prices and consequently profit margins
of these products. The company is already exploring other Sines of
products using the existing plant and machinery which can increase its
turnover and wipe out the losses.
As stated in the previous years report, the company had made an appeal
to the Appellate Authority against the decision of BIFR which was
rejected. The company has had further losses in the following year, and
has again applied to the BIFR under laws of SICA. The same is under
consideration with BIFR. Dena Bank has applied to the Debts Recovery
Tribunal for winding up the company. The management has taken more
measures to further reduce the overheads of the company and this
alongwith additional product sales should in the coming years improve
the cash liquidity and profitability of the company.
These factors alongwith the support of the companys bankers and
financial institution will definitely ensure availability of
opportunities to the company to turnaround as well as to emerge as a
profitable venture in the very near future.
In view of the loss made by the company during the year 2001-2002 and
the accumulated losses brought forward from the earlier years, your
directors do not recommend any dividend for the year. Dividend was not
declared for the previous year also.
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of the
Employees) Rules, 1975, as amended, regarding employees is not being
furnished herewith as none of the employees are drawing remuneration
exceeding Rs. 24 Lac per annum or Rs. 2 Lac per month for part of the
Mr. A. Kishore retires as director at the ensuing Annual General
Meeting of the Company pursuant to Section 256 of the Companies Act,
1956 and being eligible, offers himself for re-appointment.
The company is operating in accordance with the environmental
compliance with regard to the statutory norms. The company has
currently low wastages and no effluents are discharged into the air or
water. Besides this, the company has developed systems and processes
(Including re-cycling of certain chemicals) to minimise the wastages
arising from production.
Information pursuant to Section 217 (1) (e) of the Companies Act. 1956.
Details on Conservation of Energy, Research and Development, Technology
Absorption, Adaptation and Innovation, and Foreign Exchange Earnings
and Outgo are given separately in Annexure.
Directors Responsibility Statement
Pursuant to the requirements of section 217 (2AA) of the Companies Act,
1956, with respect to the Directors Responsibility Statement, it is
i. That in the preparation of accounts for the financial year ended
31st March 2002, the applicable accounting standards have been
ii. That such accounting policies have been selected which have been
applied consistently and judgements and estimates made 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 2002
and of the loss of the company for the year under review.
iii. That proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1955 for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities have been taken.
iv. That the annual accounts for the year ended 31st March 2002 have
beers prepared on a going concern basis.
Corporate Governance Report
Under the listing Agreement with the Stock Exchanges, the provisions of
clause 49 dealing with Corporate Governance are applicable to the
Company, effective 31st March 2002. As required by Corporate Governance
Report, along with a Certificate of Compliance from the Auditors Is
attached and forms part of the Annual Report to you as Shareholders, of
which this report is also a part. The attached Corporate Governance
Report, including Management Discussion and Analysis Report, as
identified by the Company Secretary has been approved by the Board.
The industrial relations continued to be cordial throughout the year.
Your directors wish to place on record their sincere appreciation for
excellent team work with which the workers and officers of the company
at all levels contributed for the improved performance.
M/s. Naresh Sharma & Co., Chartered Accountants, Auditors of the
company retire at the conclusion of this Annual General Meeting and
being eligible offer themselves for re-appointment.
Your directors wish to place on record their appreciation for the
wholehearted and continued support extended by Karnataka Bank Ltd, Fort
Branch, Dena Bank, Industrial Finance Branch and the Industrial Finance
Corporation of India, which have always been a source of strength to
ANNEXURE TO THE DIRECTORS REPORT DATED 30th AUGUST 2002
Information pursuant to Section 217 of the Companies Act, 1956.
A) Conservation of Energy
The company accords great importance to the conservation of energy. The
main focus of the company during the year was on close monitoring of
B) Research and Development
The company has made various efforts especially Its in-house R&D to
improve the technology of manufacturing Its products more effidently,
at a lower cost and reduced wastages. Where required, certain machinery
have been accordingly modified. R&D is also being carried out to
develop other products which can be produced using the existing
RESEARCH AND DEVELOPMENT
1. Specific areas in which R&D carried out by the Company Improvements
in the Quailty and Yield of the product.
2. Benefits derived as a result of above R&D Improvements in Process
3. Future Plans of Action
Improvements in existing product performance based on assessment of
4. Expenditure on R & D
A. Capital: NIL
B. Recurring: NIL
C. Total R D Expenditure as percentage of total turnover
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION
1. New ideas and techniques were evaluated and implemented for quality
and productivity improvement.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
a Activities relating to exports, initiatives taken to increase
exports, development of new export markets for power and services and
b Total Foreign exchange used and earned
Rs. In Lac 2001-02 2000-01 (9 Mths.)
Foreign Exchange Earned Nil Nil
Foreign Exchange Used 0.93 1.50
For and On behalf of the Board
For VENTRON POLYMERS LTD,
Dr. N. Kishore
Date: 30th August 2002