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Gilt Pack

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Directors Report Year End : Mar '03   
Your Directors are presenting this 18th Annual Report together with
 Audited Statement of Accounts for the financial year ended 31st March,
 2003.
 
 1.  Financial Results and Appropriation :
 
                                                          (Rs. in Lacs)
 Particulars                                      2002-2003  2001-2002
 
 Total Income                                       4166.76    5495.81
 Profit /(Loss)
 Before Interest                                      54.50      14.27
 (Add)/Less Interest                                 214.34     250.60
 Profit/(Loss)
 Before Depreciation                                (159.84)   (236.33)
 (Add)/Less Depreciation                             110.62     114.05
 Profrt/(Loss)
 After Depreciation                                 (270.46)   (350.38)
 Add : Balance brought
 forward from the Prev. Yr.                        (6284.41)  (7485.42)
 Add : Prior period adjustment                            -    1551.39
 Balance carried forward
 to Balance Sheet                                  (6554.87)  (6284.41)
 
 The figures have been regrouped wherever necessary.
 
 Review of working:
 
 In view of withdrawal of support from State Bank of India and IDBI Bank
 and in view of the cases going on in DRT filed by the SBI and the
 matters continuing in BIFR and AAIFR, the normal working of the company
 was totally disrupted. The main thrust of the company was to ensure
 that the plant continues to work to meet the essential expenses and
 minimise the losses.
 
 In view of all these difficulties the export also declined
 substantially and the main supplies were only in the domestic market,
 where the payments are received regularly. Besides, in view of the fact
 that there was no working capital available, the company had to
 undertake , the job work to utilise its spare capacity. All this
 resulted though in lower turnover, but increased profit before interest
 and depreciation. The profit before interest and depreciation Rs. 54.50
 lacs as compared to Rs. 14.27 lacs of the previous year. The losses
 after interest and depreciation was Rs.270.46 lacs compared to previous
 year of Rs.350.38 lacs.
 
 The company was able to make all the essential payments including
 statutory dues of P.P., E.S.I., and gratuity trust.
 
 Developments of BIFR/AAIFR etc.
 
 As reported last year the rehabilitation proposal of the company is now
 pending before the BIFR since 13.06.2002. IDBI has been appointed as
 Operating Agency. The Company has submitted various proposals to IDBI,
 which includes rehabilitation scheme and negotiated settlement. Similar
 proposals for negotiated settlements were submited to State Bank of
 India and other financial institutions.
 
 The Company has also started making repayments against the dues of the
 various Financial Institutions.
 
 Without any hearing BIFR passed an order dated 8.7.2003 received by the
 Company sometime around 19th July, 2003, wherein they have passed the
 directon for IDBI to prepare a rehabilitation scheme and simultaneously
 advertise for change in management and to evaluate such offers and to
 submit the report to BIFR. Your Company has taken a legal opinion and
 has filed an application with AAIFR against the said order.
 
 ISO 9001 Quality Standards :
 
 During the year, the Company's efforts to continuosly improve the
 quality of its products, processes and the system were paid off when
 the Company received ISO 9001 : 2000 recognition from certifying Agency
 - International Certification Services (Asia) Pvt. Ltd.
 
 Exports :
 
 During the year under review export has decreased to Rs.597.72 lacs
 from previous year Rs. 2376.95 lacs in view of non-availability of
 adequate working capital support from the Bankers of the company.
 
 Dividend:
 
 In view of the losses suffered during the year under review and the
 heavy accumulated losses, your Directors are unable to recommend any
 dividend for the year ended 31 March, 2003.
 
 Directors :
 
 Mr. P.S. Kalani has resigned from the office of Managing Director w.e.f
 25.06.2003 due to indifferent health.  During the year, Madhya Pradesh
 State Industrial Development Corporation (MPSIDC) has withdrawn Mr.
 S.D. Agrawal as Nominee Director of the Company.
 
 Mr. Hemant Dangi and Mr. Vinod Runwal were appointed as Additional
 Director w.e.f. 26.02.2003 & 25.06.2003. They hold office upto the date
 of ensuing Annual General Meeting according to the provisions of
 section 260 of the Companies Act, 1956. A notice pursuant to section
 257 of the Companies Act, 1956 has been received from a members of the
 company proposing their candidature for the office of Directors.  Your
 Directors recommend the members to appoint them as a Directors-
 Further, in accordance with the provisions of section 256 of the
 Companies Act, 1956, Shri C. Khushaldas, Director shall retire by
 rotation and being eligible he has offered himself for re-appointment.
 
 STATUTORY INFORMATION
 
 DIRECTORS' RESPONSIBILITY STATEMENT :
 
 The Directors confirm:
 
 1. In the preparation of annual accounts, the applicable accounting
 standards read with notes to the accounts, have been followed.
 
 2. The Directors have selected such accounting policies and have
 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
 loss of the company for the period.
 
 3. The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities.
 
 4. The Directors have prepared the annual accounts on Revenue Match
 Concept.
 
 Auditors Report:
 
 Comments of the Auditors in their report and notes forming parts of the
 Accounts, are self-explanatory and need no comments.
 
 Auditors:
 
 The retiring auditors M/s Adeshwar C. Jain & Company, Chartered
 Accountants of the company, Indore will hold office till the conclusion
 of the ensuing Annual Genera!  Meeting and being eligible offer
 themselves for re- appointment. They have furnished a certificate to
 the effect that the re-appointment, if made, will be in accordance with
 Sub-Section (1B) of Section 224 of the Companies Act, 1956.
 
 Personnel:
 
 Yours company believes that the employees are its biggest assets and it
 is committed to the development of this vital resource. The Board
 wishes to place on record its appreciation of the contribution made by
 all employees in ensuring the high levels of performance and growth
 that your company has achieved during the year.
 
 Acknowledgement:
 
 Your Directors place on record their appreciation and sincere thanks to
 Industrial Development Bank of India, M.P. State Industrial Development
 Corporation Limited for the support and co-operation expended to the
 company and they also place on record their sincere appreciation for
 the dedication and team spirit shown by officers, employees and other
 staff at all levels throughout the year.
 
                                             By the order of the Board
 
 Place : Indore                                          (P.S. KALANI)
 Date  : 19th August, 2003                                    Chairman
Source : Dion Global Solutions Limited
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