ANNUAL REPORT 2005-2006
Your Directors have pleasure in presenting the Forty-first Annual Report of
the Company together with the Audited Accounts for the year ended 31st
(Rs. in Lacs)
Year ended Year ended
Sales Nil Nil
Loss before Depreciation &
Extra-ordinary Items 202 76
Depreciation 88 88
Extra-ordinary Items Nil Nil
Loss for the year 290 164
Your Directors regret their inability to recommend dividend in view of loss
incurred during the year.
There has been no change in the status of the Company's operations. The
operations continued to be suspended and unviable. There have been no
positive development which warrant the company to commence its operations.
Mr. Ashok Kumar Goel, Director, retires by rotation and being eligible,
offers himself for re-appointment.
Mr. J. M. Fernandes has been appointed as an Additional Director with
effect from 16th March, 2006 to hold office as an Independent Director upto
the conclusion of the ensuing Annual General Meeting. Members are requested
to appoint Mr. Fernandes as a Director of the Company.
The brief resume of Mr. Ashok Kumar Goel and Mr. J. M. Fernandes,
Directors, as required by Clause 49 of the Listing Agreement with the Stock
Exchanges, is provided in the notice convening the forty-first Annual
General Meeting of the Company.
M/s. MGB & Co., Chartered Accountants, the retiring Auditors being
eligible, offer themselves for reappointment as Auditors. The reappointment
shall be in accordance of Section 224(IB) of the Companies Act, 1956.
The qualification and observations made by the Auditors in their report are
The Auditors have pointed out non-compliance of Accounting Standard (AS)-10
'Accounting for Fixed Assets' and AS-28 'Impairment of Assets'. The said
non-compliances primarily arises from the fact that the Company's
operations are suspended and consequently, the Auditors have to qualify the
company as a going concern. As and when, the operations can commence, your
Board will endeavour to ensure the compliances of the above mentioned
Accounting Standards. The members would then be accordingly informed.
Also the Auditors have pointed out in Notes on Accounts that the Company
does not have an Audit Committee and Managing Director during the financial
year 2005-06. In this regard, it may be noted that the company has
constituted Audit Committee of Board of Directors and has also adopted Code
of Conduct for all its Board members and employees on 29th May, 2006.
Further, the Company has not appointed any Managing Director as the Company
has suspended its operations since September 1998 and has been suffering
losses. As and when, the Company can commence its operations, it will be in
a position to appoint Managing Director as required by Section 269 of the
Companies Act, 1956.
PARTICULARS OF EMPLOYEES
None of the Employees were in receipt of remuneration in excess of the
limit specified under Section 217 (2A) of the Companies Act, 1956, and
Companies (Particulars of Employees) Rules, 1975.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 as amended by the
Companies (Amendment) Act, 2000, Director's confirm that:
1) In the preparation of the annual accounts, the applicable Accounting
Standards have been followed except non compliance of Accounting Standard
10 & 28 as pointed by Auditors in their report.
2) Appropriate Accounting Policies have been selected and applied
consistently and have made judgment and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2006.
3) 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.
4) The annual accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
In accordance with the requirement of Section 217(1) (e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 were not applicable since there was no
operation during the year.
A separate report on Corporate Governance alongwith the Auditors' statement
on its compliance forms a part of this Report.